SECTION A - Addendum: Additional Provisions & Master Service Agreement

This Master Service Agreement (“Agreement”), by and between FastPivot.com Inc. a North Carolina company (“FastPivot”) and Client covers business transactions that FastPivot and Client may enter into from time to time.

These legal provisions are considered essential to our agreement. They serve to protect both parties. Now we agree as follows:

Definitions
Client: The party entering into this Agreement with FastPivot.com, Inc.
Statement of work (SOW): Sets forth a description and the cost of specific Goods and/or Service to be performed, or provided by FastPivot.
Goods: Any products, including hardware, firmware or software licenses sold, license or otherwise provided to client.
Service: Work performed by FastPivot hereunder.

Engagement
Client hereby engages FastPivot, and FastPivot hereby accepts such engagement, to perform certain services as described in the attached SOW. From time to time, FastPivot and Client may agree upon additional services to be performed that shall be agreed upon in one or more SOW attached to this agreement that makes reference to this agreement shall be governed by this agreement.

Term & Termination:
If for any reason, either party wishes to terminate this relationship, it may do so upon providing 30 days written notice to the other party. This Agreement shall automatically renew quarterly unless terminated in writing by either party.

Terms of Payment
Payment is due upon receipt of invoice. A ten-day grace period from the date of the invoice is granted to allow payment to receive via regular postal mail. Clients payment is not received within the 10-day an additional late charge of 10% of the total is due. Amounts paid after such date shall bear interest at the rate of one and one-half (1.5%) per month (or the highest rate permitted by law if less). In the event of any failure by Client to make payment, Client shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by FastPivot in collecting payment under this Agreement.

FastPivot reserves the right to stop all services to client and remove all web content from the Internet if payment is not made within ten days after delivery of our invoice or completion notification.

Independent Contractors.
The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by FastPivot shall work exclusively for FastPivot and shall not, for any purpose, be considered employees or agents of Client. FastPivot assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

Expenses
Customer shall reimburse FastPivot for all reasonable out-of-pocket expenses which have been approved in advance by Customer and which are incurred by FastPivot in the performance of services hereunder, including but not limited to travel and lodging expenses, long distance calls, material and supply costs, within thirty (30) days after Customer’s receipt of expense statements including appropriate receipts or other evidence of the expense. If on-site work is desired or required, you will be charged a discounted flat rate of $600.00 per day instead of the normal $1000.00. Necessary travel, living, phone/communication, image and document preparation will be charged as incurred on a monthly basis. Telecommunication charges typically run between $15.00 and $50.00 per month. These invoices are payable on presentation.

Confidentiality
All information obtained in the course of our work is considered confidential and will be held in the strictest confidence. It is only shared indirectly through benchmarking activities that benefit all organizations within our client network.

Ownership to Web Pages and Graphics
Copyright to the finished unique assembly of web pages produced by Developer and graphics shall be vested with the Client only upon final payment. This ownership is to only include design, photos, graphics, source code, work-up files, text, and program(s), all of which may have been specifically designed for the Client for completion of this project. However, copyrights to third party artwork licensed by Developer, or third party licensed software, remain with the copyright holders.

License & Design Credit
Client hereby grants to FastPivot a worldwide, nonexclusive nontransferable license to use Client’s trademarks, service marks, trade name Internet domain names, trade dress, and logos (“Trademarks”) to the extent necessary to perform its obligations in accordance with this agreement. Client agrees that Developer may put a byline text or image link on the bottom of their index.html or index.htm or main.html or main.htm web page or similar, establishing design credit in the name of Developer or Developer’s business entity. Client also agrees that the web site created for the Client may be included in Developer’s portfolio. Further client agrees that FastPivot may refer to client and may briefly describe Client’s business in FastPivot marketing materials and on the FastPivot website. Title to and ownership of Client’s Trademarks shall remain with the client.

Subsequent Work
Subsequent work can be defined as work performed outside of the scope of this agreement, including additional forms, image optimization, new pages, java scripts or programming, database preparation, etc. If services are performed which falls outside the normal objectives and scope of work SOW described in section (A.4), these services will be quoted and charged separately.

Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer for inclusion in Web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

Content of Web Site
Client shall be solely responsible for the content of Client’s website and shall indemnify and hold FastPivot harmless against any and all claims, liabilities, or damages including attorneys fees, arising from the content of the Client’s website. Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Presence Provider, the Host Server or Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.

Cross Browser Compatibility
Our agreement contemplates the creation of a web site viewable by modern browsers including both Netscape 4.7 or higher and non-branded Microsoft Internet Explorer 4.0 or higher. Some advanced techniques on the Internet may require a more recent browser version and or plug-in. Compatibility is defined herein as all critical elements of each page being viewable and functional in either browser.

Limitations on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FASTPIVOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WORK PRODUCT, ANY FAILURE TO MEET ANY COMPLETION DATE OR PRODUCTION DEADLINES, ANY ADDITIONAL SERVICES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF FASTPIVOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FASTPIVOT’ LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT.

Disclaimer
Due to the complex nature of the Internet, computer hardware and software, FastPivot disclaims all warranties, express or implied including, without limitation, warranties of merchantability and fitness for a particular purpose. FastPivot shall not have any liability for special, indirect, or consequential damage, or for any loss of profit. FastPivot shall have no liability for unauthorized access, alteration, theft or destruction of, the Client’s web site. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Client.

Customer Indemnity
Customer shall indemnify and hold harmless FastPivot for all losses, damages, liabilities and all reasonable expenses (including attorney’s fees) and costs incurred by FastPivot as a result of any claim, action or proceeding arising under this Agreement.

Governing Law and Venue
This agreement shall be governed by and construed under the laws of the State of North Carolina. In the event of any litigation arising from this Agreement, the parties agree the State Court forum for said litigation shall be in Buncombe County, North Carolina, in the court of appropriate jurisdiction, and the Federal court jurisdiction shall be in Buncombe County, North Carolina. If any such litigation results in a judgment entered in the State of North Carolina for or against one of the parties hereto, the parties hereto acknowledge and agree that said judgment may be domesticated in any other Court of competent jurisdiction wherein the losing party in such litigation may be physically located or where such losing party may have assets.

Attorneys’ Fees and Costs
In the event that either party hereto shall bring legal action to enforce any or all of the terms of this Agreement, or any action subsequent thereto to domesticate a Judgment rendered as a result of such litigation in another Jurisdiction, or a collection action to recover sums under a judgment entered pursuant to such litigation, the prevailing party in any of the foregoing events shall be entitled to recover in such litigation or subsequent action from the other party all reasonable costs incurred in connection therewith, including reasonable attorneys’ fees and court costs.

Entire Agreement
This agreement constitutes the entire agreement between the parties, and supersedes all prior understandings and agreements between the parties concerning the subject matter hereof.