1.1

Nature of Services. The Company hereby engages the Consultant to perform various engineering support and consulting services. The Company and Consultant are singularly referred to as “Party” and collectively as the “Parties.” This Agreement shall control and govern all Services performed by Consultant for Company under all Service Orders except, and then only to the extent such a Service Order, signed by both Parties, specifically amends the terms of this Agreement. No waiver by Company of any of the terms, provisions or conditions hereof shall be effective unless said waiver shall be in writing and signed by an authorized officer or principal of Company.

1.3

Service Orders. Each Service Order, substantially in the form of Exhibit D referencing this Master Service Agreement number, which will be amended from time-to-time, shall be governed by and subject to the terms of this Agreement and shall be executed by duly authorized representatives of both Company and Consultant to signify mutual acceptance and incorporation of the Service Order

1.4

Termination or Suspension for Cause. Either Company or Consultant may terminate any Service Order under which the other Party is in material default in the performance of its terms or conditions. A termination of any one Service Order will not result in the termination of any other Service Order pending under this Agreement which is not in default. No termination of a Service Order for default shall become effective until ten (10) days after written notice (“Terminating Notice”) specifying in reasonable detail the nature of the material default and further stating that if such default is not cured within that 10-day period, the Service Order will terminate for cause. If the default specified in such notice is cured within that 10-day period, the Service Order shall remain in effect. In addition, if the default is non-payment by the Company of any undisputed amount due Consultant under the Service Order, and such default continues for more than five (5) business days after written notice of such non-payment is given, Consultant may immediately upon written notice (“Suspension Notice”), suspend performance of the Service Order without liability to Company for any loss arising from the suspension of Services. If Company cures the delinquent payment(s), Consultant shall have a maximum period of five (5) business days following the cure within which to reinstate its performance. At any time during which its performance is so suspended the Consultant may also issue a Terminating Notice.

1.5

Suspension. Company may, without cause, order Consultant in writing, to suspend performance of any Service Order, in whole or in part, for such period of time as Company may determine. Company shall not be liable for the cost of any unauthorized Services performed by Consultant during any such period of suspension, and Consultant shall not place further orders or enter into further subcontracts for materials, equipment or services relating to the suspended Service Order. Company shall compensate Consultant for the direct and associated indirect costs incurred by Consultant in the performance of the Service Order prior to suspension, plus any direct and indirect costs for re-starting when the suspension is lifted. After a period of 90 days, the Consultant may request the Company to terminate the Service Order without cause.

1.6

Termination without Cause. Company may, without cause, order Consultant in writing, to stop work of any Service Order Company shall compensate Consultant for the direct and associated indirect costs incurred by Consultant in the performance of the Service Order prior to termination together with any costs reasonably and prudently incurred by Consultant incidental to termination. In

2.1

In the performance of any Services by Consultant for Company, Consultant shall be deemed to be an Independent Consultant, with the authority and right to direct and control all of the details of its provided Services, Company being interested only in the results obtained. However, all Services shall meet the approval of Company and shall be subject to the general right of inspection. Any suggestions, advice or directions given by Company or its employees to Consultant or its employees shall in no way establish or be evidence of an intent to create a master and servant or principal and agent relationship between Company and Consultant. Furthermore, Consultant is not the Company’s Agent, and may not act on the Company’s behalf.

2.2

Non-Hiring. During the term of this agreement and for a period of one year after, Company agrees not to induce or attempt to induce any employee of Consultant to terminate their employment with Consultant or to enter into any employment or business relationship with Company. Breach of this provision by Company will result in an immediate and automatic liability by Company to Consultant, payable within 20 days of the breach. The sole recovery payment from Company to Consultant for this breach shall be an amount equal to one year of Consultant revenue attributable to the employee’s work at the employee’s billing rate.

3.0

INSURANCE

4.0

COMPENSATION

4.1

Compensation. The compensation due Consultant shall be as specified on the Consultant’s Reimbursable Cost Schedule attached hereto as Exhibit “C.” Consultant’s Reimbursable Cost Schedule shall be subject to annual review and appropriate adjustments by Consultant. For clarity, the annual review will occur in December of each year. Adjustments to said Exhibit “C,” if any, shall be transmitted to Company in writing. Unless otherwise expressly agreed in each

4.2

Payment. Consultant shall prepare and submit invoices to Company at intervals of once per calendar month, indicating the compensation and other amounts due hereunder. Company will notify Consultant regarding any disputed amounts within 10 days of invoice date. Company agrees to pay Consultant all undisputed invoices within 30 days from the invoice date.

5.1

It is agreed by both Company and Consultant that certain responsibilities and liabilities for personal injuries, bodily injuries, death and property damage arising out of the performance of this Agreement should be allocated between them in order to avoid protracted litigation. Such sums shall be allocated between Company and Consultant, along with the associated legal expenses, and insurance may be arranged by each Party as necessary to protect them against these exposures to loss. The following sets out the specifics of the agreements between Company and Consultant as to the allocation of the responsibilities and liabilities. The provisions of this Article shall survive termination of this Agreement for all claims for which written notice is given within one (1) year following the termination of this Agreement.

5.2

Consultant agrees to protect, defend, indemnify and hold harmless Company, its officers, directors, managers, employees or invitees from and against any and all claims, demands and causes of action of every kind and character, on account of bodily injury, death, personal injury, or damage to tangible property, or otherwise, arising out of the performance by Consultant or by any of Consultant’s officers, managers, employees, subcontractors or invitees of the Services hereunder, or arising out of any errors or omissions by Consultant or by any of Consultant’s directors, officers, managers, employees, subcontractors or invitees; provided, Consultant shall have no liability for any loss or damage to the extent arising from the negligence of Company, its employees or agents.

5.3

Company agrees to protect, defend, indemnify and hold harmless Consultant, its officers, directors, managers, employees or invitees from and against any and all claims, demands and causes of action of every kind and character, on account of bodily injury, death, personal injury, or damage to tangible property, or otherwise, arising out of the acts or omissions of Company or of Company’s directors, officers, managers, employees, subcontractors or invitees, provided, Company shall not be liable to Consultant for any loss or damage to the extent arising from the gross negligence or willful act or omission of Consultant, it’s employees or agents.

5.4

Neither Party shall have any liability to the other hereunder, or related to this Agreement, or its performance, for consequential, indirect, punitive or exemplary damages, whether brought on an action for breach of contract warranty, tort (including negligence), strict liability, statutory liability, common law (whether legal or equitable), or otherwise, and irrespective of whether caused or allegedly caused by either Party’s negligence.

5.5

Consultant represents and warrants that it shall indemnify and hold Company harmless from and defend against claims, damages and losses arising from or in any manner related to an infringement of patents or the improper use of other proprietary rights, which may occur in connection with Consultant’s performance of its Services pursuant to this Agreement. Notwithstanding the foregoing, Consultant is not liable to Company under this patent indemnification for claims of infringement or improper appropriation resulting from the use of designs that are not developed or proposed by Consultant, and/or are specifically mandated by Company. Consultant represents and warrants that it shall notify Company in writing within 24 hours of Consultant becoming aware of any infringement of patents or improper use of other proprietary rights, including the potential for such.

5.6

Company shall indemnify and hold harmless Consultant from and against any loss, damage, expense or liability (including court costs, reasonable attorney's fees and the time and expense incurred in producing documents or serving as a witness) that may result from an infringement of any Intellectual Property Rights arising from:

(a)

Consultant's adherence to Company's specifications, except where an authorized officer of Consultant had actual knowledge of the infringement.

(b)

The modification of or combination of such Consultant’s Services with products or services not furnished by Consultant, or

(c)

The disclosure to Consultant or any of its officers, employees, agents or affiliates, by Company or its officers, agents or employees, of any confidential or proprietary information of a third Party without the permission of that third Party.

5.7

Consultant’s maximum liability to Company shall be limited to the lesser of one of the following provisions as applicable:

(a)

the applicable insurance coverage limit specified in Exhibit “A” attached hereto, where insurance coverage is provided by Consultant to protect

(b)

the specified total value of the Service Order, in the performance of which such liability arose, for damages arising from breach of contract, or from causes other than those listed in clause 5.6.

5.8

Each Party shall notify the other Party immediately of any claim, demand, or suit that may be presented to or served upon it by any Party arising out of or as a result of performed pursuant hereto, affording such other Party full opportunity to assume the defense of such claim, demand or suit and to protect itself under the obligations of this indemnity section of the Agreement. Each Party covenants and agrees to support this indemnity agreement by available liability insurance coverage.

5.9

In the event that this Agreement is subject to the indemnity limitations of any applicable State law, and so long as that law is in force, then it is agreed that the above obligations to indemnify are limited to the extent allowed by law.

6.1

Consultant recognizes and acknowledges that the Company’s proprietary or confidential information relating to the projects for which Consultant may provide Services hereunder, including, but not limited to, financial information and information pertaining to the Company’s prospects, operations, business plans, practices and projects used by the Company in its business or developed by Consultant in performing its Services under this Agreement (hereafter “Confidential Information”) are valuable and unique assets of the Company. Consultant will not disclose Confidential Information to any person, other than its employees and other retained parties on a need-to-know basis only. The restraint period of three (3) years shall apply.

6.2

In an equal manner, Company will not disclose Consultant’s “Confidential Information” to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior written consent or authorization of Consultant, during the full term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement. Documents governed by this agreement include, but are not limited to, drawings, calculations, specifications, billing rates, etc.

6.3

The above non-disclosure provisions shall not apply to any proprietary or confidential information, which was:

(a)

in the lawful possession of the receiving Party prior to its disclosure by the disclosing Party under this Agreement, unless disclosed to the receiving Party by the disclosing Party under a prior or different agreement if that prior or different agreement was still in effect on the date of that disclosure.

(b)

disclosed to the receiving Party by an unrelated third party owing no obligation of confidence or restricted use to either Company or Consultant.

(c)

in the public domain, or at any time becomes part of the public domain, through no act or omission of the receiving Party.

(d)

Additional requirements included in the attached Confidentiality Agreement incorporated into this Agreement as Exhibit “E.”

6.4

Any Company disclosure or use of any documents or other information, prepared for Company by Consultant, for any purpose or application other than the purpose or application for which it was prepared, without Consultant’s prior consent, shall be at Company’s sole and exclusive risk and liability.

7.0

STANDARD OF CARE

7.1

Consultant shall perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of the engineering profession currently practicing under similar conditions, schedule and cost. Consultant’s Services and the Services products thereof shall comply with applicable laws, codes, rules and regulations, including all environmental, safety and health laws applicable thereto which are in effect at the time Services are performed.

7.2

At any time while Consultant is performing its Services, or during the one (1) year period following their completion or termination, whichever is earlier, and upon the written request of Company given within thirty (30) days following Company’s discovery of any failure of any of Consultant’s Services to conform to the foregoing standard of care, Consultant shall re-perform the specific parts of its technical Services and re-furnish its affected Services products that do not conform.  Consultant shall not be responsible for the cost of any construction rework or replacement.  No other representation, guarantee, or warranty, expressed or implied, is intended in or by this Agreement.

7.3

Warranties for machinery, other equipment and other materials procured and furnished by Consultant that are purchased in its name hereunder for Company shall be limited to those warranties provided by the manufacturers or suppliers of such machinery, equipment and materials.

7.4

Consultant and its personnel or representatives have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty for inspecting, noting, observing, correcting, or reporting on health and safety deficiencies of the construction contractor(s) or other entity or any other persons on site except for Consultants own personnel.

7.5

Consultant neither guarantees the performance of the construction contractor(s) nor assumes responsibility for construction contractor’s failure to perform work in accordance with the construction documents. For this Agreement only, project sites include places of manufacture for materials incorporated into construction work, and construction contractor(s) include manufacturers of materials incorporated into construction work. In addition, project sites include any Company related location where the Consultant may travel as a requirement of performing the Services contracted.

8.1

Consultant agrees to pay all taxes, licenses, and fees levied or assessed on Consultant in connection with or incidental to the performance of the Agreement by any governmental agency.

8.2

Consultant agrees to pay all claims for labor, materials, Services, and supplies furnished by Consultant that are purchased in its name hereunder and agrees to allow no lien or charge to be fixed upon property of Company. Consultant agrees to indemnify, protect, defend and hold harmless Company from and against all such claims or indebtedness incurred by Consultant in connection with the Services as provided hereunder. It is agreed that Company shall have the right to pay any such claims or indebtedness out of any money due or to become due to Consultant hereunder.