MASTER SERVICES AGREEMENT

Please Read Carefully

This Master Services Agreement (the “Agreement”) is made and entered into between
Computer One, Inc., a corporation organized under the laws of the State of Louisiana
(“Company”) and the client that has entered into and executed a quotation (“Quote”) with
Company (“Client”), to be effective as of the date set forth above (the “Effective Date”).
This Agreement shall govern the information technology services and related services
provided by Company to Client (the “Services”) as described herein and in the applicable
Quotes.

BY SIGNING THE APPLICABLE QUOTE, CLIENT EXPRESSLY ACCEPTS AND AGREES TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE EFFECTIVE DATE SET FORTH IN
THE QUOTE (“EFFECTIVE DATE”). CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT
HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, AS WELL AS ALL OTHER APPLICABLE RULES OR
POLICIES, TERMS AND CONDITIONS AND/OR AGREEMENTS THAT ARE AND/OR MAY BE
ESTABLISHED BY COMPANY FROM TIME TO TIME AND THE FOREGOING SHALL BE
INCORPORATED HEREIN BY REFERENCE. IF CLIENT IS AN INDIVIDUAL AGREEING TO THE
TERMS OF THIS AGREEMENT ON BEHALF OF CLIENT’S LEGAL ENTITY, CLIENT
REPRESENTS THAT SUCH INDIVIDUAL HAS THE LEGAL AUTHORITY TO BIND SUCH ENTITY.
IF CLIENT DOES NOT AGREE WITH THIS AGREEMENT, CLIENT MUST NOT EXECUTE THE
QUOTE.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN
SECTION 17.6, CLIENT AGREES THAT DISPUTES BETWEEN CLIENT AND COMPANY WILL
BE RESOLVED BY MANDATORY BINDING ARBITRATION AND CLIENT WAIVES ANY RIGHT
TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A
TRIAL BY JURY IN THE EVENT OF ARBITRATION.

1.                SERVICES.

1.1.          Services Under Quotes. Client is engaging Company to provide Services as
described in duly executed Quotes under this Agreement provided by Company hereunder.
Neither party will have any obligation with respect to any draft Quote unless and until it is
executed by both parties. Except as otherwise provided herein, if any of the terms or
conditions of this Agreement conflict with any of the terms or conditions of any Quote, the
terms or conditions of such Quote will control solely with respect to the Services covered
under such Quote.

1.2.             Third Party Products.
(a)            Except as expressly set forth in any Quote, Company has not provided an
estimate for, and is not responsible for, the selection or procurement of any hardware,
devices or equipment, operating system software, database software, or other third party
software, connectivity, data transport, or other intellectual property rights required to
perform the Services (“Third Party Products”). Client is solely responsible for the
selection, procurement, costs, and expenses of acquiring the same, and any other
infrastructure required to support Client’s use of the Services. Client acknowledges and
agrees that Company is not liable for the performance of any Third Party Products, such
Third Party Products may impact the performance of the Services provided hereunder, and
Company shall have no liability related thereto. All Third Party Products shall be subject to
the manufacturer’s warranty, license terms and terms of use, as applicable.

(b)            Client agrees to provide a suitable operating environment for the Third Party
Products and promptly report any faults in or damage to the Third Party Products, any
alteration in their performance, or
any change in the operating environment that will affect their operation. Client further
agrees not to misuse the Third Party Products. Client acknowledges that certain Third Party
Products are the property of Company (or lessors to the Company) and the Client will not
obscure or remove any labels or markings from such Third Party Products. Risk in any Third
Party Products sold to Client shall pass to Client upon delivery/payment. Client undertakes
to effect and maintain adequate security measures to safeguard the Third Party Products
from access and/or use by any unauthorized person. In the case of damage to or
destruction or loss of the Third Party Products, Client shall reinstate the same (or its
equivalent) unless otherwise agreed by the parties and Company shall not be liable under
this Agreement until such Third Party Products are reinstated.

1.3.          Service Exclusions. Unless otherwise set forth in any Quote, Services shall not
include the diagnosis and rectification of any fault arising from: (a) use of versions of Third
Party Products including the operating system software on Client’s desktops, other than
those specified by Company in writing; (b) inadequate training by Client of its personnel on
the use of the Services and/or Third Party Products; (c) any use of the Services and/or Third
Party Products not in accordance with the documentation or the operating environment
recommended by Company, or otherwise contrary to Company’s instructions; (d)
modifications or enhancements to the Services and/or Third Party Products made without
Company’s prior written consent; and/or (e) failure by Client to implement Company’s
recommendations or solutions. Any services provided by Company outside of the scope of
the Services set forth in the applicable Quote shall be provided at Company’s then-current
rates. The Services do not include any legal, regulatory, accounting, or tax advice and
Client will rely solely upon its own advisors with respect to any such advice. Company
makes no warranty that the Services will comply with the laws or regulations of Client’s
jurisdiction.

1.4.          Data Security. Client acknowledges and agrees that Company may utilize third-
party providers to provide various services, including but not limited to cloud-based
functions such as the hosting and storage of Client data. The protection of such data will
be in accordance with such third party’s safeguards for the protection of the security,
confidentiality and integrity of Client’s data. Client is responsible for taking appropriate
steps to maintain security, protection and backup of any Client data and/or Client Content
(as defined in Section 7.3). Client agrees that Company will not, and is not required to,
monitor or in any way check the content of any data being transmitted by Client or any third
party via the Services provided by Company. Without prejudice to the foregoing, if
Company discovers the transmission of data or other matter relating to data or the use of
the Services that is in contravention of any law, regulation, order or other similar rule of any
competent authority, Company may (without any liability or penalty whatsoever) take all
action required to ensure compliance with such laws, regulations, orders or rules. Client
shall pay for any costs and charges associated with such action. In performance of the
Services, it is possible that data files may be destroyed. Company will use commercially
reasonable precautions to avoid destruction of data, but will not be held responsible in the
event that such destruction occurs. Except as otherwise expressly set forth in a Quote, it
will be Client’s responsibility to ensure that back-up copies are made on a regular basis
and available to Company in the event of a required reload.

1.5.          Personnel. Company shall provide qualified, competent Representatives (as
defined in Section 6.2) to perform the Services. No Company Representative shall be
required to perform Services exclusively for Client during the term of this Agreement and/or
any Quote. Company shall supervise the performance of the Services and shall be entitled
to control the manner and means by which the Services are performed, subject to the
terms of this Agreement and/or the applicable Quote. Client acknowledges and agrees that
Company may subcontract any of its obligations hereunder.

2.                CLIENT OBLIGATIONS.

2.1.          General. During the term of this Agreement, Client shall: (i) provide a suitable
operating environment (including without limitation a suitable electrical power supply) and
safe workplace for Company’s Representatives providing Services; (ii) ensure, unless
specifically requested by Company, that no person other than Company and its authorized
Representatives removes, adjusts, repairs, maintains and/or otherwise interferes with any
part of the Services; (iii) ensure that no third party uses the Services other than those third
parties with whom the Client has a relationship in the ordinary course of its business,
and in any event ensuring that any third parties comply with the relevant provisions of this
Agreement relating to the Services and their use; (iv) ensure that its network and systems
comply with the relevant specifications provided by Company from time to time, and
provide Company with information as may be required by Company in order to render the
Services; and (v) provide to Company such information as Company reasonably requires in
order to perform its obligations under this Agreement. Client further agrees to that it shall
be fully responsible for the acts and/or omissions of all of its employees, consultants,
contractors, subcontractors, agents and other representatives.

2.2.          Cooperation. At all times during the term of this Agreement, Client and its
personnel will behave in a professional and workmanlike manner, shall promptly and fully
cooperate with Company, and shall promptly make competent, qualified personnel
available to assist and answer questions of Company, as necessary and appropriate and as
reasonably requested by Company. Client shall make available to Company, free of charge,
all information, facilities and services reasonably required by Company to enable it to
perform the Services. Company shall bear no liability or otherwise be responsible for
delays in the provision of the Services or any portion thereof caused by Client’s failure to
timely provide information requested by Company.

2.3.          Use of the Services. Client is responsible for obtaining, maintaining, and
supporting all access, computer hardware, telecommunications capabilities and other
equipment and services needed for it to access the Services, including without limitation
‘Internet’ access. Client will determine the access controls for its authorized users and will
be responsible for the activities of such users, including without limitation compliance with
the terms and conditions set forth in this Agreement and applicable Quote(s). Client shall
ensure that its network and systems comply with the relevant specifications provided by
Company from time to time. Client understands and agrees that there may be interruptions
to the Services due to circumstances both within Company’s control (e.g., routine
maintenance) and outside of Company’s control.

2.4.          Acceptable Use. Client acknowledges and agrees that Client and its users will
abide by the terms and conditions set forth herein. Client is responsible for any and all
content, which is displayed, downloaded, uploaded and/or transmitted, through Client’s
systems. Content includes without limitation, home pages, web pages, domain names, e-
mail, stored data and any other data stored and/or transmitted through Client’s systems.
Client further agrees not to: (a) seek or attempt to seek access to, test the vulnerability of,
breach the security of or wrongly challenge the authenticator of, any system, software, data
or network without prior written consent of Company; (b) use monitoring and/or crawling
technology to impair and/or disrupt any host, system, software, data and/or network; (c)
use the Services to violate, exploit, or harm (or attempt any of the foregoing) the legal rights
(including the rights of publicity and privacy) of any person or third party; (d) promote any
illegal activity, or advocate or assist any unlawful act; (e) stalk, harass, intimidate, or harm
any person or third party; (f) track any person or third party without their explicit consent; or
(g) act in a manner that could give rise to any civil or criminal liability under any applicable
local, state, national or international laws, statutes, ordinances, rules, regulations or
ethical codes governing Client’s jurisdiction, including confidentiality, data protection, and
intellectual property laws.

2.5.          Compliance with Laws. Client shall be solely responsible for Client’s
compliance with all applicable laws, rules and governmental regulations affecting the
operation of the business of Client or use of the Services, including without limitation
HIPAA and all data privacy laws, rules and regulations. Client may not use the Services
other than for Client’s own legitimate and lawful business purposes and in a manner that
complies with this Agreement and all applicable laws, rules and regulations.

3.                Charges.

3.1.          Charges. In consideration of the provision of the Services described herein
and/or in any Quote, Client agrees to pay Company the charges set forth in the duly
executed Quote. All charges due and payable by the Client to Company under this
Agreement must be paid in full without any deduction, set-off, counterclaim or withholding
of any kind unless required by law. The charges reflected in such Quote(s) shall be in U.S.
dollars. Notwithstanding anything herein to the contrary, (i) Company may change its rates
from time to time upon thirty (30) days’ prior notice to Client, and (ii) in the event third party
providers increase their charges for Third Party Products, Company shall pass on such
increase in charges to Client,
and Client shall pay such charges in accordance with the terms and conditions of this
Agreement. Any services provided outside of the scope of Services set forth herein and/or
in the applicable Quote shall be provided at Company’s then-current rate for such out-of-
scope services and shall be due and payable in accordance with the terms and conditions
set forth herein.

3.2.          Taxes. All charges due and payable under this Agreement are exclusive of taxes,
which will be added at the prevailing rate from time to time.

3.3.          Expenses. Third Party Product charges, reasonable travel and out-of-pocket
expenses are not included in the charges set forth in the relevant Quotes and will be
invoiced separately.

3.4.          Invoices. Unless otherwise set forth herein or in the applicable Quote, Company
will provide Client with an invoice for charges that become due hereunder and such
invoices shall be due and payable upon receipt of such invoice. Invoices submitted by
Company to Client are deemed accepted and approved unless disputed by Client in
accordance with the terms and conditions contained herein.

3.5.          Payments. Unless otherwise set forth in a Quote, charges may be paid by Client
(i) by check, (ii) by deduction through automated clearing house (“ACH”) transfers from
Client’s designated payment account, (iii) by credit card, or (iv) by such other method as is
mutually agreed upon by the parties. If payment is by ACH or credit card, Client authorizes
Company to automatically charge the ACH and/or credit card account for the charges (plus
applicable sales tax) in advance or as otherwise agreed to by the parties in writing without
any further authorization from Client. Client acknowledges that the authorization will
remain in effect until Client cancels such authorization by providing written notice to
Company. If Client’s account on file is closed or the account information is changed, or if,
for any reason, a charge is rejected, Client shall immediately update Client’s account or
supply a new payment account, as appropriate. Company charges twenty-five dollars
($25.00) for any returned or NSF checks or ACH payments. Client hereby agrees to
undertake any and all required actions, execute any required documents, instruments or
agreements, or to otherwise do any other thing required or requested by Company in order
to effectuate the requirements of this Section 3.5. In addition, Client permanently and
irrevocably waives any and all rights to enact a ‘chargeback’ (that is, a disputed, reversed or
contested charge with the applicable credit card or bank) against such payments for any
reason whatsoever against Company.

3.6.          Late Payments. In the event payment for charges is not made on or before the
date such payments are due, Company may, in its sole discretion, suspend Services until
payment is made in full, without incurring any liability. Company will give Client five (5)
business days’ prior notice of its intention to exercise its rights to suspend Services under
this Section 3.6. If Client does not make payment on or before thirty (30) days from the date
on which such payment is due to be paid, Company reserves the right, in its sole and
absolute discretion, to apply a late fee in an amount equal to the greater of (i) twenty-five
dollars ($25.00), or (ii) five percent (5%) of the charges due.

3.7.             Invoice Dispute Process.
(a)            If Client has a bona fide dispute in relation to any portion of the charges invoiced,
Client must pay all invoiced charges and shall provide notice to Company in writing within
thirty (30) days from the date of the invoice. Such notice shall set forth the details
surrounding the dispute. The parties shall discuss the disputed charges and negotiate in
good faith to resolve the dispute.

(b)            When the dispute is resolved, (i) if a payment is owed to Company, such
payment shall be made within five (5) business days of the resolution of such dispute, or (ii)
if an amount is owed to Client, Company shall credit such amount to Client’s account on
Client’s next billing cycle (or within such other timeframe as mutually agreed upon by the
parties in writing).

(c)            For avoidance of doubt, all negotiations pursuant to this Section 3.7 shall be
treated as confidential compromise and settlement negotiations. Nothing said or
disclosed, nor any document produced, in the course of such negotiations which is not
otherwise independently discoverable shall be disclosed to any third party nor offered or
received as evidence or used for impeachment or for any other purpose in any current or
future litigation.

(d)            Client waives the right to dispute any charges not disputed within thirty (30)
calendar days after the date of the applicable invoice.

4.              TERM.

4.1.         Term. This Agreement is effective as of the Effective Date and will continue until
terminated in accordance with Article 5.

4.2.         Quotes. The Services will commence on the date set forth in a Quote and
continue thereafter as set forth in such, unless otherwise terminated earlier in accordance
with the terms of such Quote or this Agreement.

5.                TERMINATION.

5.1.         Termination for Breach. If a party materially breaches this Agreement and/or any
Quote (the “Defaulting Party”), and the Defaulting Party does not cure such breach within
thirty (30) calendar days after its receipt of written notice of material breach, the non-
defaulting party may terminate this Agreement and/or the relevant Quote upon written
notice to the Defaulting Party. Termination of a Quote and/or this Agreement will be without
prejudice to any other rights and remedies that the non-defaulting party may have under
this Agreement and/or at law and/or in equity.

5.2.         Termination for Convenience. Either party may terminate this Agreement and/or
any Quote hereunder at any time for convenience upon thirty (30) days’ advance written
notice to the other party.

5.3.         Termination for Insolvency. Either party may terminate this Agreement and
Quote(s) in the event the other party becomes Insolvent. For purposes of this Section 5.3,
“Insolvent” or “Insolvency” shall mean a party that makes an assignment for the benefit of
creditors, has a receiver, trustee, custodian (or similar party) appointed or designated to
administer its affairs or otherwise take control of its assets or business operations,
becomes a debtor in a voluntary proceeding under any chapter of the United States
Bankruptcy Code or any law or statutory scheme relating to insolvency, reorganization or
liquidation, or an involuntary petition in bankruptcy, or other insolvency proceeding is filed
against a party and is not dismissed within sixty (60) days thereafter.

5.4.            Effect of Termination.

(a)            Upon notice of termination of this Agreement and/or a Quote, the parties will
discuss and determine whether Client requires any transition Services to Client or a third
party and, if so, Company may work with Client or a third party for a period of up to thirty
(30) days (or other timeframe as mutually agreed to by the parties in writing) to provide
such transition services at such rates as Company shall designate, which shall be due and
payable by Client in advance.

(b)            In the event of any termination under this Agreement and/or any Quote, upon
termination
(i) Company will cease providing Services, and (ii) Client will pay all outstanding charges,
charges, Third Party Product charges and expenses incurred through the termination date.
Notwithstanding anything to the contrary contained herein, Company shall not be liable for
any loss, cost, damage or expense whatsoever resulting from the cessation of Company’s
Services.

6.            CONFIDENTIALITY.

6.1.         Confidential Information. “Confidential Information” includes all information
related to the business of one party (“Disclosing Party”) and any of its affiliates, clients
and other third parties, to which the other party (“Receiving Party”) has access, whether in
oral, written, graphic or machine-readable form, in the course of or in connection with the
Services, including without limitation: its business, legal, and operational practices,
financial, technical, commercial, marketing, competitive advantage or other information
concerning the business and affairs, partnerships and potential partnerships, business
model, fee structures, personally identifiable customer or employee information, funding
opportunities, metrics, know-how, systems, procedures and techniques that has been or
may hereafter be provided or shown to the other party, regardless of the form of the
communication and the terms and conditions of this Agreement. The party disclosing
Confidential Information shall be referred to herein as the “Disclosing Party” and the party
receiving Confidential Information shall be referred to herein as the “Receiving Party.”

6.2.         Representatives. The Receiving Party will keep the Confidential Information
confidential, and may disclose the Confidential Information to its officers, directors,
employees, agents and subcontractors (and their employees) (“Representatives”) who
have a need to know such Confidential Information solely
in connection with this Agreement. The Receiving Party will cause such Representatives to
comply with this Agreement and will assume full responsibility for any failure to comply
with the terms of this Agreement. The Receiving Party will not transfer or disclose any
Confidential Information to any third party without the Disclosing Party’s prior written
permission and without such third party having a contractual obligation (consistent with
this Article 6) to keep such Confidential Information confidential. The Receiving Party will
not use any Confidential Information for any purpose other than to perform its obligations
under this Agreement.

6.3.         Exclusions. Confidential Information does not include information that: (i) is
obtained by the Receiving Party from the public domain without breach of this Agreement
and independently of the Receiving Party’s knowledge of any Confidential Information; (ii)
was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt
from the Disclosing Party; (iii) is independently developed by the Receiving Party without
use of or reference to the Disclosing Party’s Confidential Information; or (iv) becomes
known by the Receiving Party from a third party independently of the Receiving Party’s
knowledge of the Confidential Information and is not subject to an obligation of
confidentiality.

6.4.         Legal Requirements. If the Receiving Party is requested or required to disclose
any of the Disclosing Party’s Confidential Information under a subpoena, court order,
statute, law, rule, regulation or other similar requirement (a “Legal Requirement”), the
Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal
Requirement to the Disclosing Party so that the Disclosing Party may seek an appropriate
protective order or other appropriate remedy or waive compliance with the provisions of
this Agreement. If the Disclosing Party is not successful in obtaining a protective order or
other appropriate remedy and the Receiving Party is legally compelled to disclose such
Confidential Information, or if the Disclosing Party waives compliance with the provisions
of this Agreement in writing, the Receiving Party may disclose, without liability hereunder,
such Confidential Information solely to the extent necessary to comply with the Legal
Requirement.

6.5.         Disclosure. In the event that the Receiving Party learns or has reason to believe
that Confidential Information has been disclosed or accessed by an unauthorized party,
the Receiving Party will immediately give notice of such event to the Disclosing Party.

6.6.         Disposition of Confidential Information on Termination. Upon termination of
this Agreement or upon the Disclosing Party’s written request, the Receiving Party will
return to the Disclosing Party all copies of Confidential Information already in the Receiving
Party’s possession or within its control. Alternatively, with Disclosing Party’s prior written
consent, the Receiving Party may destroy such Confidential Information; provided that the
Confidential Information is (i) destroyed in accordance with applicable law, rule or
regulation, and (ii) is rendered unreadable, undecipherable and otherwise incapable of
reconstruction, in which case an officer of the Receiving Party will certify in writing to the
Disclosing Party that all such Confidential Information has been so destroyed.

6.7.         Equitable Relief. Each party acknowledges that a breach of this Article 6 may
result in irreparable and continuing damage to the Disclosing Party for which monetary
damages may not be sufficient, and agrees that the Disclosing Party will be entitled to
seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other
equitable relief, and such further relief as may be proper from a court of competent
jurisdiction.

7.            INTELLECTUAL PROPERTY; CLIENT CONTENT.

7.1.         Intellectual Property. “IP” means all intellectual property including without
limitation all patents, inventions, trademarks, service marks, trade names and trade dress,
copyrights and copyrightable works, trade secrets, know-how, design rights and database
rights.

7.2.             Company Trademarks; Ownership.

1.           Company retains all right, title and interest in and to all trademarks, service

marks, and trade names owned or licensed by Company, and no right, title or interest in or
to Company’s trademarks, service marks, or trade names is granted to Client hereunder. All
uses of Company’s trademarks, service marks, or trade names shall inure solely to the
benefit of Company or its licensors.

1.                Unless otherwise set forth in a Quote, Company retains all right, title, interest

and ownership of, any and all IP and proprietary rights with respect to the Services, and any
other materials provided or made available to Client by Company hereunder. Except for the
rights expressly granted to Client in this Agreement, all such Services and other materials
that are provided or made available, and all work product that is developed, under this
Agreement, all modifications, compilations, and derivative works thereof, and all IP rights
pertaining thereto, are and shall remain the property of Company and its respective
licensors (and to the extent any rights of ownership in any such materials, works, or rights
might, for any reason, otherwise vest in Client, Client hereby assigns such ownership rights
to Company). Company confirms that it has all the rights necessary to provide the Services
described herein and has the ability to grant all the rights it purports to grant under, and in
accordance with, the terms of this Agreement.

7.3.         Client Content. “Client Content” means any elements of text, graphics, images,
photos, designs, artwork, logos, trademarks, service marks, data, software, and other
information, materials and/or content which Client provides in connection with the
Services. Client Content excludes any content available in the public domain, and any
content owned or licensed by Company, whether in connection with providing Services or
otherwise. Client hereby grants Company a worldwide, non-exclusive right and license to
reproduce, distribute and display the Client Content solely as necessary to provide the
Services. In addition, Company may use Client’s names, trademarks, service marks, logos
or symbols on any website, in any press release, in any marketing or promotional materials.
Client represents to Company and guarantees that all Client Content is owned by Client, or
that Client has permission from the rightful owner to use each of the elements of Client
Content, and that Client has all rights necessary for Company to use the Client Content in
connection with the Services. Client and its licensors retain title, all ownership rights, and
all IP rights, in and to the Client Content, and reserve all rights not expressly granted to
Company hereunder. Company has no knowledge of the value of Client’s Content or of the
financial or other consequences of the Client’s Content being lost or not properly
processed and/or transmitted, and it is Client’s responsibility to store and back-up at all
relevant times and whenever possible and keep a permanent record of such Client Content
processed and/or transmitted via any network.

8.              REPRESENTATIONS & WARRANTIES.

8.1.         Client Warranties. Client represents and warrants that it (i) is a duly organized,
validly existing and in good standing under the laws of its state of organization; (ii) has the
power and authority to enter into this Agreement and Order Form(s); (iii) is in compliance
and will remain in compliance with all applicable laws, rules and regulations; and (iv) has
not and will not enter into any agreement or perform any act which might contravene the
purposes and/or effects of this Agreement.

8.2.         Company Warranties. Company represents and warrants that it (i) is a duly
organized, validly existing and in good standing under the laws of its state of organization;
and (ii) has the power and authority to enter into this Agreement and Quote(s).

8.3.         Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY
MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE. THE SERVICES AND ANY MATERIALS ARE PROVIDED BY COMPANY ON AN “AS-
IS” BASIS. COMPANY DOES NOT REPRESENT, WARRANT, AND/OR COVENANT THAT THE
SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY REPORTS, ADVICE AND
RECOMMENDATIONS, IN ANY FORM) PROVIDED BY COMPANY IN CONNECTION WITH
THIS AGREEMENT AND/OR ANY ORDER FORM, ARE OR WILL NECESSARILY ALWAYS BE
COMPLETELY ACCURATE, CURRENT, COMPLETE AND/OR CONTINUOUSLY AVAILABLE.
COMPANY DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICE WILL BE
AVAILABLE WITHOUT INTERRUPTION OR TOTALLY ERROR-FREE, OR THAT ALL DEFECTS
(INCLUDING, BUT NOT LIMITED TO, MINOR OR COSMETIC DEFECTS THAT DO NOT
SIGNIFICANTLY AND ADVERSELY AFFECT FUNCTIONALITY) WILL BE CORRECTED.
COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, BREACH OF
DATA AND/OR OTHER LOSS AND/OR DAMAGE RESULTING FROM TRANSFER OF DATA
OVER COMMUNICATION NETWORKS SUCH AS THE INTERNET AND/OR INABILITY TO
ACCESS AND/OR GET ACCURATE DATA FROM THIRD-PARTY SYSTEMS AND/OR
APPLICATIONS THAT THE SERVICES ARE DEPENDENT ON AND/OR OTHERWISE.

9.                LIMITATION OF LIABILITY.

COMPANY’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF
AND/OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY ORDER FORM SHALL IN
NO EVENT EXCEED THE CHARGES PAID BY CLIENT TO COMPANY UNDER THE
APPLICABLE ORDER FORM THAT GAVE RISE TO SUCH CLAIM DURING THE ONE (1)
MONTH PERIOD PRECEDING THE DATE OF SUCH CLAIM. IN NO EVENT WILL COMPANY BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE
DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.                INDEMNIFICATION.

10.1.      Client Indemnification. Client shall indemnify, defend and hold harmless
Company and its Representatives from and against any liabilities, losses, costs, damages,
demands and expenses, including reasonable attorneys’ fees (“Claims”), arising out of,
and/or relating to (i) Client’s and/or its Representatives’ use of the Services, including but
not limited to any breach of confidentiality or data in connection with such use; (ii) Client’s
and/or its Representatives’ acts and/or omissions; (iii) any allegation that Company’s use of
the Client Content constitutes infringement, violation, trespass, contravention or breach in
the United States of any patent, copyright, trademark, license or other property or
proprietary right of any third party, or constitutes the unauthorized use or misappropriation
of any trade secret of any third party; (iv) Client’s and/or its Representatives’ breach of the
terms of this Agreement and/or any Quote;
(v) the violation of any law, rule or regulation by Client or any of its Representatives; and/or
(vi) Client’s and/or its Representatives’ failure to use the Services in accordance with the
terms and conditions set forth herein and in the applicable Quote.

10.2.      Procedure. Company shall (i) give notice to Client of any Claim promptly upon
becoming aware of the same; (ii) give Client the sole right to conduct the defense of any
action, or the negotiation of any settlement, in respect of a Claim; and (iii) act in
accordance with the reasonable instructions of Client. Company may reasonably
participate in such defense, at its sole expense.

11.              FORCE MAJEURE.

Notwithstanding any other provision of this Agreement, neither party is liable for any failure
to perform, or delay in performing, any particular obligations under this Agreement where
the failure or delay arises from any cause or causes beyond its reasonable control,
including without limitation fire, flood, earthquake, elements of nature, acts of God,
epidemics, pandemics, communications or computer (software and hardware) services,
prevention by restrictions of a legal or regulatory nature from supplying the Services, acts
of war, terrorism, strikes (or other labor unrest), riots, civil disorders or rebellions (“Force
Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and
discuss how to resolve the issue; it being understood that the impacted party shall use
commercially reasonable efforts to resume performance as soon as practicable under the
circumstances.

12.              INDEPENDENT CONTRACTOR.

Company is an independent contractor and will determine the method, details and means
of performing the Services. No party shall have the authority to bind, represent or commit
the other. Nothing in this Agreement shall be deemed or construed to create a joint venture
or agency relationship between the parties for any purpose. Nothing contained herein shall
give or is intended to give any rights of any kind to any third persons.

13.              GOVERNING LAW AND CHOICE OF FORUM.

This Agreement will be governed by, and construed in accordance with, the internal laws of
the State of Louisiana, without regard to its choice of laws principles. Subject to Section
17.6, any action related to and/or arising from this Agreement shall take place exclusively in
Lafayette Parish, Louisiana, and the parties hereby submit to such venue. Excluding any
third party claims, claims under this Agreement must be initiated no later than two (2)
years after the claim arose.

14.              NON-SOLICITATION.

During the term of this Agreement, and for a period of one (1) year thereafter, Client will not
solicit for employment or employ or retain as a contractor any employees or contractors of
Company or its affiliates who, within one (1) year prior to such solicitation: (a) performed
Services under this Agreement, (b) had substantial contact with Client in relation to this
Agreement, or (c) Client became aware of due to, or derived from information learned
through the performance of, this Agreement. For this purpose, “solicitation” does not
include contact resulting from indirect means such as public advertisement, placement
firm searches or similar means not directed specifically at the employee or contractor. In
the event of a breach of this Article 14, Client’s sole and exclusive liability and Company’s
sole and exclusive remedy shall be for Client to pay Company one hundred percent (100%)
of the individual’s then-current annual salary and/or engagement fees.

15.              ASSIGNMENT.

Client may not assign this Agreement, by Change of Control or otherwise, without the prior
written consent of Company. “Change of Control” means the direct or indirect change in
the ownership, operation or control of a party, whether resulting from merger, acquisition
(including an acquisition of substantially all of the assets of a party), consolidation or
otherwise. This Agreement will be binding upon the parties and their respective legal
successors and permitted assigns.

16.                NOTICES.

All notices and other communications given or made pursuant to this Agreement must be
in writing, sent to the persons designated herein or to such other persons and addresses as
the parties may designate from time to time and will be deemed to have been given upon
the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when
sent, if sent by facsimile or electronic mail during normal business hours of the recipient,
and if not sent during normal business hours, then on the recipient’s next business day, (c)
five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) business day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next business day delivery, with written
verification of receipt.

17.              GENERAL.

17.1.      No Waiver by Conduct. No waiver of any of the terms of this Agreement or any
Quote will be valid unless in writing and designated as such. Any forbearance or delay on
the part of either party in enforcing any of its rights under this Agreement will not be
construed as a waiver of such right to enforce same for such occurrence or any other
occurrence.

17.2.      Severability. If any one or more of the provisions of this Agreement are for any
reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement will be unimpaired and will remain in full force and
effect.

17.3.      Counterparts; Method of Amendment. Each Quote and any amendments
thereto may be executed in counterparts and will not be effective or enforceable unless
and until it is executed with the signature of an authorized representative of each of the
relevant entities. Company may, at any time, for any reason, in its sole and absolute
discretion make changes to this Agreement and any changes to this Agreement will
become effective upon Client’s execution of a new or additional Quote in which the new
terms of this Agreement will be incorporated.

17.4.      Headings; Recitals. The headings and titles of the paragraphs of this Agreement
are not part of this Agreement, but are for convenience only and are not intended to define,
limit or construe the contents
 
of the provisions contained herein. The recitals are hereby incorporated into the body of
this Agreement for all intents and purposes as if fully set forth herein.

17.5.      Survival. Any provision of this Agreement which, by its nature, would survive
termination of this Agreement will survive any such termination of this Agreement.

17.6.      Arbitration. Except as it relates to Company’s IP, its Confidential Information or
unless otherwise set forth in this Agreement, in the event of a dispute arising out of or
under this Agreement, the parties shall meet to discuss such dispute for resolution within
thirty (30) days thereafter. If the parties are unable to resolve the dispute, then the parties
may bring an action pursuant which shall be settled by binding arbitration. The arbitration
proceedings shall be conducted under the Commercial Arbitration Rules of the American
Arbitration Association in effect at the time a demand for arbitration. The decision of the
arbitrators, including determination of the amount of damages suffered, if any, shall be
final and binding on all parties, their executors, administrators, successors and assigns
and judgment with respect to such decision may be entered in any court of applicable
jurisdiction. Each party shall bear its own expenses in the arbitration, for attorneys’ fees,
and for fees with respect to its witnesses; provided that, the prevailing party will be entitled
to recover such fees in accordance with Section 17.7 herein. Other arbitration costs,
including arbitrators’ fees and administrative fees, and fees for records or transcripts, shall
be paid equally by the parties. The location of such arbitration shall be in Lafayette Parish,
Louisiana.

17.7.      Attorneys’ Fees. Notwithstanding anything herein to the contrary, if either party
brings legal action to enforce its rights under this Agreement, the prevailing party will be
entitled to recover all fees, costs and expenses (including without limitation reasonable
attorneys’ fees) incurred in connection with the action.

17.8.      Entire Agreement. This Agreement, including all Quotes, exhibits and referenced
documents constitutes the complete agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior agreements and
understandings between the parties.