<p> MASTER SERVICES AGREEMENT</p><p>This is a Master Services Agreement (“Agreement”) dated as of XX/XX/XXXX (the “Effective Date”) by and between Level Seven Group LLC (“Consultant”), with its principal place of business at 4807 Rockside Road, Suite #700, Independence, OH 44131 and Client Name (“Client”), having its principal place of business at XXXX Street Address, City, State Zip Code. This Agreement provides the terms and conditions under which Consultant will provide services to Client as mutually agreed. </p><p>1. SERVICES AUTHORIZATION</p><p>Each Consultant work assignment will be authorized by the execution of a Statement of Work under this Agreement. Each Statement of Work will constitute a separate contract between the signing parties incorporating the terms and conditions of this Agreement by reference. A Statement of Work may amend the terms and conditions of this Agreement as they apply to that particular Statement of Work, but only if the Statement of Work expressly identifies the section(s) that are being amended. </p><p>2. FEES & EXPENSES</p><p>As compensation for all Services Consultant renders hereunder, Client agrees to pay Consultant the fees specified in the executed Statement of Works. Additionally, Client agrees to reimburse Consultant for all expenses associated with the Services, which shall be approved in advance including, but not limited to: purchases of URL registrations, stock photography, printing, photocopying, hardware, software licenses, messenger and delivery service, telephone charges, travel costs (including non-local mileage and parking), consultant fees, other professional fees, novel, complex or non-routine materials necessary to complete the Services and any other out of pocket expenses incurred on Client’s behalf. </p><p>3. TERM & TERMINATION</p><p>This Agreement will commence on the effective date and will continue in effect so long as Consultant is providing Services to Client or until either party terminates the Agreement at any time upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, in the event of a material breach of any term or provision of this Agreement, the non-breaching party may terminate this Agreement upon fifteen (15) days’ prior written notice to the breaching party. Early termination for any reason will not: (a) affect the rights or obligations of either party with respect to the Services performed prior to the termination, (b) release either party from any consequence of any applicable breach of this Agreement, nor (c) constitute a waiver by either party of their respective available rights and remedies. </p><p>CLIENT’S OBLIGATION</p><p>Client understands and agrees that Client will have final approval of all work product drafted or created by Consultant pursuant to this Agreement. Accordingly, Client agrees to thoroughly review the same and advise Consultant of any changes or approval within the timeframe specified in the executed Statement of Works, or as otherwise mutually agreed. Client also agrees to comply with all of Consultant’s reasonable requests and to provide access to all documents, </p><p>1 information and materials, in a timely manner, as reasonably necessary for Consultant to perform the Services under this Agreement. Client further represent, warrant and agree that all documents, information and materials provided to Consultant will be accurate and complete and Consultant have no obligation to conduct an independent evaluation of the same. Client WARRANTS THAT ALL TEXT, GRAPHICS, PHOTOS, BIOGRAPHIES, DESIGNS, TRADE MARKS, TRADE NAMES, LOGOS, SOFTWARE OR OTHER MATERIALS CLIENT PROVIDE TO CONSULTANT IN CONNECTION WITH THIS AGREEMENT (“CLIENT’S MATERIALS”) ARE OWNED BY AND/OR LEGALLY LICENSED TO CLIENT FOR USE THEREIN, AND MAY BE LAWFULLY USED BY CONSULTANT IN PERFORMING THE SERVICES HEREUNDER. Client grants any permissions or licenses (including but not limited to copyright licenses), to Client’s Materials as may be necessary for Consultant to perform the Services hereunder. Client agrees to indemnify, defend and hold Consultant harmless from and against any and all losses, costs, expenses, attorneys’ fees, claims, actions, demands, damages, judgments, obligations or liabilities of any kind and nature (including, but not limited to lost profits or any indirect, incidental, special or consequential damages) in connection with, or arising in any manner whatsoever from our use of Client’s Materials including, but not limited to, any claims that Client’s Materials infringe on the intellectual property rights of any third party or constitute an unlawful or illegal use or violation of any third party’s rights. </p><p>4. OWNERSHIP</p><p>As used herein, the term “Work Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables performed under the Statement of Work and any improvements or modifications to Client proprietary computer software programs including previously developed work products for other clients made by Consultant which are incorporated into the Work Product and related materials, that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the Statement of Work or as a result of such Statement of Work, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection. Consultant agrees that all Work Product shall be the property of Client and hereby assigns all rights it may have in the Work Product and in all related patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights to Client. </p><p>5. WARRANTY</p><p>The Consultant shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the Services which meet generally acceptable standards in the Consultant's industry, and will provide a standard of care equal to, or superior to, care used by service providers similar to the Consultant on similar projects.</p><p>PRECEDING WARRANTY IS OUR ONLY WARRANTY CONCERNING THE SERVICES AND ANY WORK PRODUCT, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.</p><p>6. LIMITATION OF LIABILITY </p><p>2 Notwithstanding any other limitation provisions contained in this Agreement, and except for either party’s indemnification obligations set forth in Section 8, the parties agree as follows: a. Neither party will be liable for any indirect, incidental or consequential loss or damage of any kind, including but not limited to lost profits, even if the parties had been advised, knew or should have known of the possibility of such damages. b. Any liability of either of the parties to the other under this Agreement and any subsequent Statement of Works, or to any other third party, whatever the basis of the liability, will not exceed in the aggregate the entire amount collected by the consultant through the date of the act which lead to the claim of liability.</p><p>7. INDEMNIFICATION </p><p>The Client shall indemnify and hold the Consultant harmless from and against any and all claims against it arising by reason of its duties hereunder on behalf of the Client except claims by the Client for Contractor's breach of this Agreement or to enforce the provisions of this Agreement.</p><p>Contractor shall indemnify and hold the Client harmless from and against any and all claims arising from Contractor's performance of his duties pursuant to this Agreement.</p><p>8. PERSONAL LIABILITY</p><p>No official, officer, agent or employee of the Consultant shall be charged personally or held contractually liable by Client under any term or provision of this Agreement.</p><p>9. CHANGE ORDERS</p><p>Either Client or Consultant may propose changes to the scope or time schedule of the Services or Deliverables to be provided under the executed Statement of Works. Requests for changes will be submitted in writing for consideration of feasibility and the likely effect on the cost and schedule for performance of the Services and the development of the Deliverables. The parties will endeavor in good faith to mutually agree upon any proposed changes, including resulting equitable adjustments to costs and schedules for the performance of the Services and the development of the Deliverables. The agreed changes will be documented in a written amendment to the Agreement that is prepared and signed by authorized representatives of both parties (“Change Order”). Consultant shall have no obligation to perform any Services or develop any Deliverables not agreed to in writing by both parties, and Client shall have no obligation to pay any increased fees, costs or expenses in connection with any Services or Deliverables except to the extent agreed in writing by Client. All terms and conditions of this Agreement shall apply to the performance of any such additional Services or the development of any additional Deliverables once approved in writing by both parties.</p><p>10. FORCE MAJEURE</p><p>3 Consultant will not be liable for, and is excused from, any delay or failure to deliver or perform the Services, due to causes beyond our reasonable control, or due to Client failure to provide sufficient information, documents and/or materials in support of the performance of the Services. The period of performance will be extended, if possible, to such extent as may be appropriate after the cause of the delay or non-performance has been removed.</p><p>11. NON-SOLICITATION</p><p>The Client represents, warrants, covenants and agrees that it nor any of its affiliates will not directly or indirectly (i) solicit, or attempt to solicit, or induce or attempt to induce or take any action in order to (or that is likely to) induce, or attempt to induce, any employee of the Consultant to discontinue, reduce or in any way hinder or negatively impact the possibility of the Consultant from doing business or reduce the amount of business with the Consultant in any way; or (ii) recruit, solicit or hire, or attempt to recruit, solicit or hire, or induce or attempt to induce, or take any action in order to (or that is likely to) induce, or attempt to induce, any employee or agent of the Consultant to terminate such person’s employment or other relationship with the Consultant’s company; or (iii) employ or engage as an independent contractor any person who is employed or so engaged by the Consultant.</p><p>12. MISCELLANEOUS PROVISIONS</p><p>This Agreement contains the complete agreement between Client and Consultant with respect to the subject matter hereof and supersedes any and all other oral or written agreements or understandings between Client and Consultant. The provisions of this Agreement are severable and if any one or more provision is invalid, illegal or judicially unenforceable, in whole or in part, that provision will be removed from this Agreement (or reformed as permitted) and the remaining provisions will continue in full force and effect. Failure of a party to exercise or enforce any provisions or rights under this Agreement will not operate as waiver thereof, nor shall it prevent or preclude the enforcement of any and all rights and provisions of this Agreement thereafter. Any waiver must be in writing, signed by the waiving party. Neither of Client or Consultant may assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement does not create a partnership, joint venture, agency or co-employer relationship of any kind between Client and Consultant. This Agreement is binding on Client and Consultant and our respective heirs, representatives, successors and assigns, as permitted.</p><p>13. GOVERNING LAW</p><p>This Agreement and our respective rights and obligations hereunder will be governed, interpreted and enforced in accordance with the laws of the State of Ohio, without regard to any conflict of laws principles. The parties agree that exclusive venue for all litigation arising under this Agreement lies with the state and federal courts of Cuyahoga County, Ohio and, further agree to submit to the personal jurisdiction of such courts. Nothing herein will prohibit the parties from settling their disputes in any forum as they may mutually agree, including arbitration, binding or otherwise.</p><p>4 14. COUNTERPARTS</p><p>This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which, when taken together, will constitute one and the same document. This Agreement may also be executed and delivered by facsimile or electronic mail and upon such delivery, the facsimile or electronic mail signature will be deemed to have the same effect as if the original signature had been delivered to the other party.</p><p>15. INVOICES </p><p>Consultant will send invoices to the Client per the agreed upon payment schedule in the executed Statement of Works. Client agrees to pay the invoices within 30 days of receiving the invoice. If Client does not pay the invoices when due, then Consultant may discontinue the Services until paid in full and Consultant may charge a late fee/interest charge of 1.5% per month on the outstanding balance until paid in full. Payment of this late/administrative fee does not constitute a waiver of any of Consultant’s rights and remedies under this Agreement or in law or equity. Client also agrees to pay all costs, expenses and collection expenses to recover any past due amounts.</p><p>16. NOTICES</p><p>Any notice required to be given hereunder shall be deemed to have been delivered by United States certified mail addressed as follows, or as set forth in any notice of change of address previously given:</p><p>If to the Consultant: Level Seven Contact Person Level Seven Group, LLC One Independence Place, Inc. 4807 Rockside Road #700 Independence, OH 44131</p><p>If to Client: Client Contact Name Client Organization Street Address City, State, Zip</p><p>Both parties have reviewed this Agreement and by signing this Agreement, they agree to the contents of the Agreement. CLIENT ORGANZATION NAME LEVEL SEVEN GROUP, LLC (“Client”) (“Consultant”)</p><p>Signature Signature</p><p>Name Name</p><p>5 Title Title</p><p>Date Date</p><p>6</p>