ACG TECHNOLOGIES WORK AGREEMENT

Wednesday, July 31, 2013 Chris Quinn (949) 713-5162 Ext. 105
1


This Agreement is made as of Wednesday, June 18, 2014between, ACG Technologies (ACG or AG Technologies
hereafter) and <<Client Name Here>>. ("Client").

1) Services Performed by ACG Technologies: ACG Technologies agrees to perform the following services as directed by
Client in whatever form Client deems suitable. In some cases such direction may reasonably imply the performance of
other duties that are not specifically requested. Such implied duties shall be covered by this agreement, though ACG
Technologies shall make a reasonable effort to itemize such duties separately on invoices. Acceptance of invoices by
Client shall construe approval of duties as reasonable and appropriate.

(a) Client may, at his discretion, provide limits to billable monies under this agreement by limiting the ACG
Technologies to a specified number of hours or monies.

2. Compensation: ACG Technologies shall be compensated at an hourly rate of one hundred ten dollars ($135.00 per
hour). Project pricing and quotes will be provided upon request from the client.

a. Hourly Rate: All requested additional modifications or additions to any customer software will be managed through the
ACG Change Orders process. At the clients request ACG will give the client a cost estimate on a project, updates,
modification and or changes at no charge but ACG will not be held to the cost estimate unless a formal scope is
created.

3. Deposit: A deposit may be required and payable before the project begins. This deposit will insure good faith from the
client to cover the start up costs, and or initial scope or programming services

4. Payment Terms: The Client may apply for a Payment Terms based on time in business, references, credit score, and the
cost and length of the project. If the Payment Terms are approved the Payment Terms will not exceed $5,000 and or
exceed 15 days from Invoice date unless otherwise approved by ACG Technologies in writing.

5. Expenses: As of the date of this agreement, no expenses are anticipated, and the general occurrence of any such
expenses shall be approved of in advance by Client. Amounts for reasonable travel and living expenses shall be approved
by the Client in writing before they are incurred. Client shall be entitled to receipts and invoices, if available to confirm
the actual cost of such expenses as incurred.

6. Invoices: ACG Technologies shall submit invoices for deposits and or all services rendered.

a. Deposits: If said invoicing is for a scope, project or programming services the Client must submit payment on receipt
of invoice. If payment is not received by ACG with-in 15 days of invoice the scope, project or services may be placed
on hold until said payment is received.

b. Payment Terms: If Client has been approved for payment terms Client shall pay the amounts of said invoices with-in
15 days of receipt unless extended term have been approved by ACG Technologies in writing. If an invoice languishes
unpaid for in excess of 15 days, additional fees of 1.5% per month or 18% per annum may be assessed plus a 10%
penalty of the total invoice amount. Failure to assess additional fees in any case shall not be deemed a waiver of the
right to assess such fees. In addition any scope, services, and or project in production will be placed on hold until said
invoice(s) have been paid in full.

7. ACG Technologies an Independent Contractor: ACG Technologies is an independent contractor, and neither ACG
Technologies nor ACG Technologies staff is, or shall be deemed, Client's employees. In its capacity as an independent
contractor, ACG Technologies agrees and represents, and Client agrees, as follows:

(a) ACG Technologies has the right to perform services for others during the term of this Agreement subject to
non-competition provisions set out in this Agreement

(b) ACG Technologies has the right to perform the services required by this Agreement at any place or location
and at such times as ACG Technologies may determine.

(c) ACG Technologies will furnish all equipment and materials used to provide the services required by this
Agreement, except to the extent that ACG Technologies work must be performed on or with Client's computer
or existing software

(d) Neither ACG Technologies nor ACG Technologies staff shall be required to devote full-time. (ACG Technologies
can provide full time staff to clients location if required and with under an additional contract) to the
performance of the services required by this Agreement.

ACG TECHNOLOGIES WORK AGREEMENT

Wednesday, July 31, 2013 Chris Quinn (949) 713-5162 Ext. 105
2
(e) Client shall not withhold from ACG Technologies compensation any amount that would normally be withheld
from an employee's pay.

8. Ownership of ACG Technologies Work Product: Subject to full payment ACG Technologies fees due here under, ACG
Technologies hereby assigns to Client its entire right, title and interest in the Work Product including but not limited to all
patents, copyrights, trade secrets and other proprietary rights in or based on the Work Product, except where previously
established by ACG Technologies ACG Technologies shall execute and aid in the preparation of any papers that Client
may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights
at no charge to Client, but at Client's expense. Client shall reimburse ACG Technologies for reasonable out-of-pocket
expenses incurred.

9. Ownership of Background Technology: Background technology is defined as ProSTART
TM
framework, any third party
plugins or any licensed software integrated directly into the end product. Client agrees that the ACG Technologies shall
retain any and all rights ACG Technologies may have in the any licensed Background Technology and source code,
except where previously established by said ACG Technologies, that ACG Technologies may develop while under contract
to the Client, this includes but is not limited to any and all coding, scopes, etc... Client shall make no other commercial
use of the Licensed Background Technology to include Coding, Scopes, etc., without ACG Technologies written consent.

10. Confidential Information:

(a) ACG Technologies agrees that the Clients confidential information is Client's sole and exclusive property. ACG
Technologies shall treat this information on a confidential basis and not disclose it to any third party without
Client's written consent, except when reasonably necessary to perform the services under this Agreement.

(b) During the term of this Agreement during and after the term of this Agreement, ACG Technologies will not use or
disclose to others without Client's written consent Client's confidential information, except when reasonably
necessary to perform the services under this Agreement. "Confidential information" is limited to:

(1) Any written or tangible information stamped "confidential," "proprietary" or with a similar legend.

(2) Any written or tangible information as defined in a separate confidentiality agreement to be entered
into between Client and ACG contemporaneous with or subsequent to this Agreement

(3) Terms of contract including remuneration are to be kept confidential from all parties not directly
within the Client ACG Technologies sphere of proprietary knowledge.

(c) ACG Technologies shall have no obligation not to disclose or use any information that:

(1) Was in ACG Technologies possession or known to ACG Technologies, without an obligation to keep it
confidential, before such information was disclosed to ACG Technologies by Client,

(2) Is or becomes public knowledge through a source other than ACG Technologies and through no fault
of ACG Technologies,

(3) Is independently developed by or for ACG Technologies,

(4) Is disclosed by Client to others without any restriction on use and disclosure, or

(5) Is or becomes lawfully available to ACG Technologies from a source other than the Client.

(d) Client acknowledges and agrees that the confidentiality restrictions contained in this Agreement shall not apply to
the general knowledge, skills and experience gained by ACG Technologies or ACG Technologies employees while
engaged by Client.

11. Term of Agreement: This Agreement will become effective on the date indicated in the introductory paragraph of this
Agreement, and will remain in effect on a month to month basis from such date or until terminated as set forth in the
section of this Agreement entitled "Termination of Agreement



ACG TECHNOLOGIES WORK AGREEMENT

Wednesday, July 31, 2013 Chris Quinn (949) 713-5162 Ext. 105
3
12. Termination of Agreement:

(a) Each party has the right to terminate this Agreement if the other party has materially breached any obligation
herein and such breach remains uncured for a period of 30 days after notice thereof is sent to the other
party.

(b) If at any time after commencement of the services required by this Agreement, Client shall, in its sole
reasonable judgment, determine that such services are inadequate, unsatisfactory, no longer needed or
substantially not conforming to the descriptions, warranties or representations contained in this Agreement,
Client may terminate this Agreement upon 30 days' written notice to ACG Technologies.


(c) Upon termination of this Agreement for any reason, each party shall be released from all obligations and
liabilities to the other occurring or arising after the date of termination. However, any termination of this
Agreement shall not relieve Client from the obligation to pay ACG Technologies for services rendered prior to
receipt of the notice of termination and for work performed or hours reserved for Client during the 30-day
termination notice period. Such termination shall not relieve ACG of CONFIDENTIALITY issue mentioned in
other clauses.


13. Return of Materials: Upon termination of this Agreement, each party shall promptly return to the other all data,
materials and other property of the other held by it, except for background technologies and source codes as defined in
paragraph 9.

14. Warranties and Representations: ACG Technologies warrants and represents that:

(a) ACG Technologies will not knowingly infringe upon any copyright, patent, trade secret or other property right
of any former client, employer or third party in the performance of the services required by this Agreement.

(b) ACG Technologies has the authority to enter into this Agreement and to perform all obligations hereunder,
including, but not limited to, the grant of rights and licenses to the Work Product and Background Technology
and all proprietary rights therein or based thereon.

(c) ACG Technologies has not granted any rights or licenses to any intellectual property or technology that would
conflict with ACG Technologies obligations under this Agreement.

15. Limitation on ACG Technologies Liability to Client:

(a) In no event shall ACG Technologies be liable to Client for lost profits of Client or special, incidental or
consequential damages (even if ACG Technologies has been advised of the possibility of such damages,
except under any breach of law issues by ACG Technologies that may arise).

(b) ACG Technologies total liability under this Agreement for damages, costs and expenses, regardless of cause,
shall not exceed the total amount of fees paid to ACG Technologies by Client under this agreement.

(c) ACG Technologies shall not be liable for any claim or demand made against Client by any third party except to
the extent such claim or demand relates to copyright, patent, trade secret or other proprietary rights, and
then only as provided in the section of this Agreement entitled "Warranties and Representations."

(d) Client shall indemnify ACG Technologies against all claims, liabilities and costs, including reasonable attorney
fees, of defending any third party claim or suit, other than for infringement of intellectual property rights,
arising out of or in connection with Client's unlawful use of the hardware or software provided by ACG
Technologies under this Agreement. ACG Technologies shall promptly notify Client in writing of such claim or
suit and Client shall have the right to fully control the defense and any settlement of the claim or suit.

(e) ACG Technologies shall indemnify Client against all claims, liabilities and costs, including reasonable attorney
fees, of defending any third party claim or suit, for infringement of intellectual property rights, or any other
Breach of Laws arising out of, or in connection with, ACG Technologies unlawful use of the software provided
by said under this Agreement.

16. Legal Action:

(a) The venue for any legal action between the parties arising out of this Agreement shall be in Orange County
Superior Court. In any such legal action, the prevailing party, as defined by the court, shall be awarded its
reasonable attorneys fees and costs

ACG TECHNOLOGIES WORK AGREEMENT

Wednesday, July 31, 2013 Chris Quinn (949) 713-5162 Ext. 105
4
17. General Provisions:

(a) This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof,
and supersedes all prior understandings, agreements and documentation relating to such subject matter. Any
modifications to this Agreement must be in writing and signed by both parties.

(b) If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any
way.

(c) This Agreement will be governed by the laws of the State of California.

(d) All notices and other communications required or permitted under this Agreement shall be in writing and shall
be deemed given when delivered personally, or five days after being deposited in the United States mails,
postage prepaid and addressed as follows, or to such other address as each party may designate in writing:

(e) This Agreement does not create any agency or partnership relationship.

(f) This Agreement is not assignable by either party without the prior written consent of the other.

--

ACG Technologies
22521 Avenida Empresa, Ste. 101
Rancho Santa Margarita, CA 92688-2044
(949) 713-5162 Office

Signed By







Chris Quinn
President

Wednesday, July 31, 2013

Client:

South Coast Plaza
Madeline J Franklin
South Coast Plaza
33 Bristol Street
Costa Mesa, CA 92626


Signed By: ____________________________ Date: _______________


Print Name: ____________________________


Title: ________________________



(Note: ACG Technologies will mail a copy back when signed by both parties)