Subcontractor Agreement 02/12 XpertVantage LLC.

Page 1 of 11
SUBCONTRACTOR AGREEMENT

AGREEMENT is made on this day of , and applicable on the date of the first
signature below, by and between XpertVantage LLC., a Pennsylvania Corporation (the "Company") located
at 4076 Market St. Suit#208, Camp Hill, PA 17011 and ,
a Corporation, Federal Tax ID # (the "Contractor")
located at

WHEREAS, the Company receives project orders from its various clients, including the client
(hereinafter Client) listed in any Work Order (Exhibit A) executed by Company and Contractor and
attached to this Agreement, to provide software design, development, testing, implementation and
postproduction services according to the Clients specifications; and

WHEREAS, Contractor agrees that Company will spend substantial resources and time evaluating,
qualifying, proposing and/or providing Contractors technical services Personnel to Client, and that
Company was selected by Client to provide such Personnel to Client at the Client locations listed in any
attached Work Order; and

WHEREAS, Contractor is in a similar business and desires to join efforts with Company for the
purpose of providing qualified candidates for the Client of Company; and

WHEREAS, Company and Contractor wish to enter into an Agreement pursuant to which Contractor
will introduce technical services Personnel to Company and Company may submit said technical
services Personnel to provide their services to its Client.

Now Therefore the Company engages the services of the Contractor, and in consideration of the mutual
promises contained in this contract, the parties agree as follows:

1. Project
The Company receives temporary project orders from the Client(s) listed on the Work Orders (hereinafter
the Project(s)). Upon request of the Company, the Contractor shall provide its employee(s), agent(s) and/or
contractor(s) ("Personnel") who possess the requisite training, skills and abilities and who shall be qualified
to service the Project(s). The Work Orders are attached hereto and incorporated herein outlining the
Contractor's Personnel and services to be provided for the Projects.

2. Status as Independent Contractor
The Contractor hereby represents that it is an independent contractor and that the relationship between the
Company and the Contractor created by this Agreement is one of client / independent contractor.

A. Status: The relationship of the parties is not that of principal and agent, or of joint ventures, or of
partners, but is that of independent contractors. Neither party shall be deemed to be the legal representative
of the other. It is expressly agreed that this Agreement and the relationship between Company and
Contractor hereby established do not constitute a partnership, joint venture, agency or contract of
employment between them.

B. Control: The manner and means of conducting the work are under Contractor's sole control. Contractor is
solely responsible for the conduct of its Personnel during their performance of duties under this Agreement.


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C. Benefits: Neither the Contractor nor the Contractor's Personnel are entitled to the benefits provided by
the Company to its employees or by Clients to their employees, including but not limited to Workers
Compensations Insurance, unemployment insurance, and health and welfare benefits.

D. Tools & Equipment: The Company shall furnish no labor, materials, equipment or other items necessary
to carry out the terms of this Agreement unless outlined in the Work Order.

E. Advice of Counsel: Contractor shall rely upon its own legal counsel or other professional advisor in
order that it may ensure its status as an independent contractor, and acknowledges that Contractor is in no
way relying on any information or advice of this nature provided by the Company or any Client.

3. Warranties and Representations:
The Contractor hereby warrants and represents to the Company as follows.

A. Insurance: Contractor shall acquire at its cost and maintain during the term of this Agreement: (i)
Commercial General Liability Insurance (including Contractual Liability) from an insurer acceptable to
Company with minimum available limits of not less than $2,000,000 covering the indemnification set forth
in this Compensation for all states where services are to be performed; (ii) Employers Liability coverage
with minimum available limits of not less than $1,000,000; (iii) statutory Workers Compensation for all
States where services are to be performed with minimum available limits of not less than $1,000,000;
(iv)Commercial, Comprehensive Automobile Liability Insurance for not less than $1,000,000 combined
single limit per occurrence or aggregate of equivalent for bodily injury and property damage as a result of
any one occurrence including coverage for owned, hired and non-owned automobiles; (v) Errors and
Omissions insurance in the amount of not less than $2,000,000 against acts, errors or omissions committed
by Personnel under this Agreement; and (vi) Crime Bond insuring in the amount of not less than $1,000,000
against the dishonest act(s) by Contractors personnel assigned to Companys Client premises under this
Agreement. Contractor shall by endorsement to its policies have Company and/or Client named as an
additional insured and shall cause it is insures to waive subrogation against Company. Evidence of the
above insurance shall be by an original Certificate issued to Company including the additional insured
endorsement wording, the waivers of subrogation, and a cancellation notice of not less than thirty (30) days.

B. Taxes: Contractor has made, and will continue to make, all necessary income and other tax payments and
withholdings, including, but not limited to, state and federal income, estimated income, FICA, FUTA, SDI,
state unemployment and other payroll-based withholdings or related taxes and insurance for its Personnel
during their performance of duties under this Agreement. Contractor shall indemnify and hold Company
harmless from and against any claims resulting from Contractor's failure to make or withhold any such tax
payments or withholdings.

C. Authority (check one):
[X] If Contractor is a corporation, limited liability company or other entity: Contractor is duly organized,
validly existing and in good standing under the laws of the state of its incorporation or organization and is
authorized to conduct business in the state(s) in which services are to be provided. Contractor has the power
and authority to deliver this Agreement and to consummate the transactions contemplated hereby. The
undersigned officers of the Contractor have the requisite authority to execute this document on behalf of the
Contractor.


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[ ] If Contractor is an individual: Contractor is authorized to conduct business in the state(s) in which
services are to be provided. Contractor has the power and authority to deliver this Agreement and to
consummate the transactions contemplated hereby. The undersigned has the requisite authority to execute
this document on behalf of the Contractor.

D. Compliance with the Laws on use of Alien Workers:

Contractor shall fully comply, and shall cause Contractor's Personnel to fully comply, with the employment
verification and other provisions of the Immigration Reform and Control Act of 1986 and regulations
promulgated there under, as such may be amended from time to time. If applicable, for each employee
provided by the Contractor to Company, Contractor agrees and warrants that it will comply with all laws
related to work being performed by alien workers in the United States including, but not limited to, the
following:

(i). Contractor is a United States of America (USA) corporation. Contractor maintains copies in the USA of
all payroll, wage and hour, and similar records required by the United States Department of Labor.

(ii). Contractor's sponsored Personnel who are employed by the Contractor on a H-1B visa classification
must have a valid H-1B approved petition based on a Labor Condition Application (LCA) validly filed and
maintained by the candidates employer. For all work performed in the USA, Contractor's sponsored
technical services Personnel will be paid the higher of the actual or prevailing wage in accordance with the
LCA for such work in the locality where the work is being performed. Contractor represents that such wage
will be properly stated on the LCA required to be filed with the Department of Labor for such employee,
and such wage does not and will not include the value of any non-cash or in-kind benefits such as apartment
or auto rentals, or any amounts reimbursed to the employee as per diem expenses, or the value of any other
such fringe benefits. For each employee under this Agreement, Contractor will provide a copy of the LCA
to Company upon request.

(iii). Contractor represents that it is responsible for and in control of the payment of wages, including
overtime wages, to its employee(s) under this Agreement, and that all required federal, state and local taxes,
whether income, employment, excise or of any other type, will be paid by Contractor as the employer of all
Personnel under this Agreement. In the event that Company is requested to make payments directly to any
entity other than Contractor, which shall be in the sole discretion of Company, and if such entity is not a
USA corporation, then Contractor shall ensure that such entity has filed with federal, state and local
authorities all documentation and statements required for such entity to receive payments from Company
without any back-up or other withholding by Company from such payments, and Contractor will provide
Company with copies of such documentation and statements (e.g., IRS Form 4224) upon request.

(iv). Contractor agrees that Company may require the technical services Personnel provided pursuant to this
Agreement to execute such forms as Company may request to confirm the representations in this
Agreement, including INS Form I-9.

(v).Contractor agrees that any breach of the above provisions in point # D (i) through D(iv) shall constitute
a material breach of this Agreement with Company.




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E. Additional Warranties:

(i). While on the site of the Clients business, Contractor shall, and shall cause Contractor's Personnel to,
abide by Clients applicable rules and regulations at all times. In the event that Company determines that the
Contractor Personnel performing in a manner inconsistent with the normal business practices of Company
at any time, then Company shall have the right to request such Personnel conform, or be terminated or
replaced immediately.

(ii). Contractor's execution and delivery of this Agreement and the performance of its duties hereunder do
not, and will not, breach or conflict with any obligation of Contractor or Contractor's Personnel to a
previous employer, client or other party or any obligation to keep confidential any information acquired by
Contractor or Contractor's Personnel prior to the date hereof. Contractor will not, and shall cause
Contractor's Personnel not to, make use of any proprietary information, ideas or material of others in
connection with Contractors' engagement with Company.

(iii). Contractor agrees to give a performance guarantee of two weeks for the services of its Personnel
engaged through Company's Client's at the initial start of the Project. If during this time, Company's Client
is not satisfied with the services of Contractor's Personnel then Company will terminate the services and
will give a written notice to the Contractor informing the same. No compensation or expenses (if any) will
be paid for this period if Client does not pay the Company.

(iv). The Contractor Personnel to be made available by Contractor shall have the experience, technical skill
level and expertise as requested by the Company for each applicable Work Order. Contractor has further
represented to Company that Contractor is a specialist in the field for which it will provides Personnel to
Company and the Personnel who will perform services for the Company will have the level of skill in the
field commensurate with the requirements and scope of the services requested in the Work Order.

(v). Contractor represents, warrants and covenants to Company, as an essential part of this Agreement, that,
in addition to its representations and warranties set forth above: (a) the Services shall be performed in a
competent, timely, professional and workmanlike manner, and each Personnel assigned to perform the same
shall have the requisite expertise and proper skill, training and background so as to be able to perform in
such a manner with qualifications agreed upon by the parties; (b) Contractor shall provide the Services with
promptness, diligence and in a workmanlike and professional manner, in accordance with the terms of this
Agreement, the governing Work Order and with those practices and professional standards used in well-
managed operations performing services similar to the Services; (c) Contractor shall, in all material
respects, efficiently use the resources or services necessary to provide the Services, and to perform the
Services in the most cost efficient manner consistent with the level of quality and performance required
pursuant to this Agreement; and (d) Contractor shall comply with all applicable laws and, subject to the
terms and conditions of the applicable Work Order, Contractor shall perform the Services in a manner that
enables Company and its client to remain in compliance with applicable laws.




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4. Indemnification; Limitation of Liability:

Contractor will indemnify and hold harmless Company, and its applicable Client(s), and the officers,
directors, employees, contractors, agents, representatives and affiliates from and against any and all
liability, damages, losses, claims, demands, judgments, costs and expenses of every nature and kind arising
out of or incidental to or in any way resulting from: (i)the breach of its representations, warranties and
covenants under this Agreement; (ii) infringement or alleged infringement or misappropriation of any
intellectual property or other proprietary rights such as in and to patents, marks, copyright, rights to extract
or re-utilize data from a database or other database rights, know-how and trade secrets; (iii) its employees
and agents acts or omissions, whether negligent or otherwise, in connection with or related to the
performance of this Agreement, any Work Order or any Services, including any violation of United States
immigration laws in connection with obtaining appropriate visas for Personnel and other failures to comply
with applicable laws and regulations; and (iv) any claim, action or proceeding alleging that Contractors
personnel are employees of Company.

Neither party shall be liable to the other whatsoever for any special, consequential, exemplary, or punitive
damages, including loss of use of data, or lost opportunity, whether or not placed on notice of any such
alleged damages and regardless of the form of action in which such damages may be sought. Neither party
may bring an action, regardless of form, arising out of the services under this Agreement; more than one
year after the cause of action has accrued.

Promptly after receipt by Company of notice of commencement of any action involving the subject matter
of the indemnity provisions under this Agreement, Company will promptly notify Contractor of the
commencement thereof. Failure promptly to so notify Contractor of any such claim shall not relieve
Contractor of any such duty so to indemnify. Upon proper notification, Contractor shall have the right, but
not the obligation, to control the defense of Company against any such third-party claims, utilizing counsel
chosen in Contractors discretion, provided that Company may participate in any such defense, at its own
expense, by separate counsel of its choice. Notwithstanding anything contained in the foregoing sentence to
the contrary, Contractor (i) shall not be entitled to have sole control over any third party claim that seeks an
order, injunction or other equitable relief against Company; or any action that is the subject of such third
party indemnification claim in which both Company and Contractor are named as parties and either
Contractor or Company determines with advice of counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the other party or that a conflict of
interest between such parties may exist in respect of such action, and (ii) shall obtain the prior written
approval of Company before ceasing to defend against any third party indemnification claim or entering
into any settlement, adjustment or compromise of such claim involving injunctive or similar equitable relief
being asserted against Company.

5. Payment and Fees:

A. Rate:
Contractor shall invoice Company and be paid at an hourly/monthly rate as outlined for each of the listed
Personnel in the Work Order. Contractor will be responsible for all expenses incurred for this Project unless
otherwise agreed to in advance in writing in the Work Order.



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(i). Should the Project end prior to the time outlined in the Work Order, or if in the Client's opinion
Contractor's Personnel is unsuitable for the position, the Contractor shall be paid only for all hours
approved and paid for by the Client with a maximum of up to and including the final day of the Project.
The Company reserves the right to hold the final payment to Contractor until funds are received from the
Client. Should the Project be longer or larger than originally outlined in the Work Order, the Company
reserves the right to extend the Work Order with the Contractor as required by the Client.

(ii). If the Contractor's Personnel leave the Project before completing the Work Order, without giving the
required notice to the Company / Company's Client(s), Contractor agrees to forego payments for the notice
period not given as liquidated damages (and not as a penalty).

B. Payments:
In order to obtain payment, Contractor must maintain a weekly time sheet, as provided by the Company, of
all hours performed by the Contractor's Personnel on the Project, outlined in Work Order. A representative
of the Client or Company shall verify the record by signing the same. Company will pay Contractor based
on and subject to compliance with the following conditions:

(i). Submittal of Client Approved Timesheets in a timely manner outlined in the Work Order.

(ii).Contractor shall submit its professional invoice for services rendered to the Company no later than the
5th of the following month.

(iii).The payment terms will be as specified in the Work Order.

(iv).The Contractor is not otherwise in default under its Agreement with Company including, but not
limited to, its obligations to keep the Project properly manned and all Contractor Personnel on the project
are performing in accordance therewith;

(v). If for any reason, Client fails to pay Company or the contract between Company and Client terminates
for any reason, Company may terminate this Agreement and/or the applicable Work Order(s) and shall have
no further obligation to Contractor other than those invoices already submitted and approved in accordance
with the above terms and conditions.

(vi). In the event that Client shall be adjudged insolvent or bankrupt and Company is ordered to repay to
Client any sums paid by Client to Company because such payment is deemed a preferential payment under
the United States bankruptcy laws or similar state insolvency laws, Contractor shall promptly upon demand
pay to Company any sums that were paid by Company to Contractor that comprise, in whole or part, such
preferential payment.

6. Term:

The initial term of this Agreement shall be for a period of one (1) year from the date of execution of this
Agreement. Following completion of the initial term, this Agreement shall automatically renew and remain
in full force and effect for additional successive terms of one year unless either party terminates this
Agreement as otherwise provided herein.



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Either party may terminate this Agreement at any time in the event of any breach by the other party of any
material term of this Agreement, which default or breach is in capable of cure, or if capable of cure, has not
been cured within ten (10) business days after the breaching party receives written notice of the default or
breach from the non-breaching party.

The term of the Work Order shall be set out in the Work Order, and notwithstanding the early termination
of Agreement, the Work Order will remain in force as per the term set out in the Work Order, unless
terminated either by Company upon fourteen (14) days written notice or in the event that the Project is
terminated by the Client (which shall have the effect of terminating such Work Order on a timeframe as
determined by Company).

Contractor agrees to provide Company Thirty (30) days written notice prior to removing or terminating, for
cause, any of Contractors Personnel assigned under any active Work Order to this Agreement. Company
may, at its sole discretion and without notice, immediately remove any Contractors Personnel that are
determined unsatisfactory or unsuitable to provide the services. And Contractor will to the best of its
efforts, upon Companys request, promptly provide suitable replacement personnel with equivalent skills
without additional costs to Company

7. Confidentiality: This clause is limited only to the particular person who is providing services as per the
work order

A. Confidential Information of the Company:
(i). The Contractor agrees that the identity of the Client to which it is providing services, or to which any of
its Personnel have been sent for any reason, and any information obtained about such Client, including, but
not limited to, work habits and practices, specific data processing requirements, Client contracts, and
peculiarities of its business, is, and shall continue to be, confidential, trade secrets and valuable assets of the
Company.

(ii). With respect to financial, statistical, technical, and personnel data relating tithe Company's business, the
Contractor will also keep all such information of the Company confidential. Contractor agrees to hold all
information relative to the work required hereunder in trust and confidence, and to disclose and utilize same
only in connection with the performance of the work herein before described to the extent necessary for the
accomplishment thereof, and shall not reveal said information to any person without prior written approval
of Company.

B. Confidential Information of the Client:

(i). Contractor acknowledges that it may, in the course of performing its responsibilities under this
Agreement, be exposed to or acquire information which is proprietary to or confidential to the Company's
Client(s) or its affiliated companies or to third parties to whom such Client(s) owe a duty of confidentiality.
Any knowledge of any information of any form obtained by Contractor or its Personnel in the performance
of this Agreement shall be deemed to be strictly confidential information.

(ii). Contractor agrees not to copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of,
give or disclose such information to third parties or to use such information for any purposes whatsoever
other than the provision of services to the Client and to advise each of its Personnel who may be exposed to
the Client's confidential information of their obligations to keep such information confidential.


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C. Injunction: Contractor agrees that in the event of a breach or threatened breach of this provision that
monetary damages and other remedies at law would be inadequate to protect the rights of the Company.

Accordingly, the Contractor agrees that in addition to any remedies available at law the Company shall be
entitled to temporary and permanent injunctive relief against the Contractor's further use or improper
disclosure of the Company's and/or its Client(s) trade secrets and/or confidential information.

D. Non-Exclusivity; Return: Nothing herein shall be construed to prevent the Contractor from using
information which is (i) in the public domain through no fault of the Contractor, (ii) rightfully disclosed to
the Contractor by a third party, or (iii) independently developed by the Contractor without reference to any
information provided by the Company or its Client(s). Contractor agrees that it shall return promptly to
Company, upon demand, or upon termination of this agreement, any and all Company or Client confidential
information and any full or partial copies in whatever media.

8. Work for Hire:

Software (including object and source code), documentation for such software, works of authorship,
materials, inventions, deliverables or other intellectual property (collectively "Deliverables") developed by
the Contractor for the Company, or its Client(s), while providing services under the terms of this Agreement
shall be, as between Contractor and Company, the sole and exclusive property of the Company, unless
otherwise specified by the Company to the Contractor.

Any Deliverables and works made hereunder shall be deemed "works made for hire" under the Copyright
Act, and Contractor hereby irrevocably transfers all right and title under such Deliverables and works to
Company or to Client, as the case may be. In the event that such Deliverables or works are not deemed
"works made for hire," then in that case, Contractor hereby irrevocably transfers, conveys and assigns to the
Company or the Client, as the case may be, all right, title and interest in such Deliverables or works. At
Company's request and expense, Contractor shall assist Company or its Client(s) in perfecting any rights or
claims under this section and in filing any applications, registrations or other documentation necessary to
perfect the rights as set forth herein.

9. Non-Solicitation:

During the period of this Agreement and during the one-year period subsequent to the termination of this
Agreement, regardless of the cause of termination and which party initiated the termination:

A. Contractor shall not, and shall procure that no person, firm or company which controls or is controlled
by the same person, firm or company as controls Contractor, shall without the prior written consent of
Company, solicit the employment of or engage the services of any Company employees who are introduced
pursuant to this agreement directly or indirectly or through an agency of any third party; and

B. Contractor shall not, and shall procure that no person, firm or company which controls or is controlled by
the same person, firm or company as controls Contractor, shall without the prior written consent of
Company, attempt to solicit business of any kind from a customer/client of Company encountered during an
engagement while under contract with Company, either directly or indirectly or through an agency of any
third party. Such customers/clients include those for whom Contractor provides services, directly or
indirectly, under any Work Order to this Agreement. Contractor shall be exempt from this section of non-


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solicitation only if the Contractor furnishes documents establishing a preexisting business activity in place
with the Companys Client prior to the commencement of this Agreement.

10. Miscellaneous Provisions:

A. Applicable Law: This Agreement shall be construed according to the law of the State of Pennsylvania
and any litigation in connection herewith shall be brought in the state or federal courts having geographical
jurisdiction over the location of the Corporate Office of Company.

B. Assignment: The Contractor may not transfer or assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the Company, such consent to be granted or withheld in the
Company's sole discretion. This Agreement is freely assignable by Company, including without limitation
to any affiliate of Company or to any successor in interest.

C. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes
all prior and contemporaneous agreements, representations and understandings of the parties with respect to
the subject matter hereof.

D. Attorneys' Fees and Costs: In the event of any legal proceeding (including arbitration) involving the
interpretation or enforcement of the rights or obligations of the parties hereto, the prevailing party or parties
shall be entitled to recover its reasonable expenses incurred therein, including investigation and collections
expenses, attorneys' and arbitrator's fees, and costs.

E. Post-Judgment Attorneys' Fees: Attorneys' fees incurred in enforcing any judgment, order or other award
in any action involving the interpretation or enforcement of the rights or obligations of the parties hereto are
recoverable as a separate item. This provision regarding post-judgment attorneys' fees is severable from all
other provisions of this Agreement, survives any judgment and is not to be deemed merged in any
judgment.

F. Modification: No modification of this Agreement shall be valid unless in writing and signed by each of
the parties hereto and specifically stated to be a modification or amendment of this Agreement.

G. Notice: Any notice or demand required or desired to be given to or served upon the Company or
Contractor in connection herewith shall be in writing/email and shall be deemed to have been sufficiently
given or served for all purposes when delivered in person, by a reliable overnight carrier with proof of
delivery, or five (5) days after the deposit with the United States Postal Service, certified or registered mail,
postage prepaid, and addressed or delivered as follows:



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1. If to the Company:

2. If to the Contractor:

H. Severability: Should any paragraph, sub-paragraph, or provisions hereof be determined, for any reason
whatsoever, to be invalid, unenforceable or inoperative, said paragraph, sub-paragraph or provision shall be
deemed severable and shall not affect the force and validity of any other provisions of this Agreement.

I. Section and Other Headings: Section and other headings herein are for reference purposes only, and shall
not be used in any way to govern, limit, modify, construe and otherwise affect this Agreement.

J. Survival of Covenants: The provisions contained in Sections 2,3,4,6,7,8,9, and 10 hereof shall survive the
termination of this Agreement.

K. Training and Reimbursements: The Company shall provide no training of any kind to the Contractor or
its Personnel. The Company shall make no reimbursement to the Contractor or its Personnel for any
expenses incurred in the performance of this Agreement unless either specifically set forth in a Work Order
or otherwise approved in writing in advance by an authorized officer of the Company.

L. Waiver: Any lack of demand to the other party to perform a part hereof shall not be deemed a waiver of
that provision. No waiver by any party of any part of this Agreement shall constitute a waiver of any other
part of this Agreement of a continuing waiver of that same part. No waiver is valid unless in writing signed
by the waiving party.

M. Equal Employment Opportunity: It is the Company's policy to select, develop, and promote personnel
based on individual ability and job performance. It has been, and shall continue to be, the policy of the
Company to provide equal employment opportunity to all people in all aspects of employer-employee
relations without discrimination because of race, color, religion, gender, national origin, marital status,
veteran's status, age, disability or sexual orientation. This policy affects decisions including, but not limited
to, compensation, benefits, terms and conditions of employment, opportunities for promotion, training and
development, transfer, and other privileges of employment. It has been, and shall continue to be, the
Company's policy to maintain a working environment free of sexual harassment and intimidation. It is

XpertVantage LLC
Attention: Contracts Administrator
4076 Market St. Suite #208,
Camp Hill, PA 17011



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further the policy of the Company to comply with the letter and spirit of applicable local, state, and federal
statutes concerning equal employment opportunity. In furtherance of these policies of Company, Contractor
and Contractor's Personnel shall comply with the foregoing.

N. Non-Discrimination: Both parties agree and warrant that in the performance of this Agreement they will
not discriminate or permit discrimination against any person or group of persons on the grounds of age, sex,
race, color, religion, natural origin, disability or status as a Vietnam Veteran, or in any manner prohibited
by the laws of The United States of the state(s) where services are performed.

O. Enforcement of Contract Terms with Contractors Employees and Agents: Contractor is responsible for
ensuring all terms of this Agreement are adhered to by its employees, subcontractors or any agents working
on their behalf. Contractor will execute any and all legal agreements necessary with employees,
subcontractors or any agents working on their behalf to ensure this adherence, and will make such
agreements available to Company, at anytime, upon request. Contractor assumes full responsibility and
liability for any violation of any term of this Agreement by any of its employees, subcontractors or any
agents working on their behalf.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written.

The Contractor confirms that no content of this Agreement (as sent by the Company) has been changed
without the written authorization by the Company.


XpertVantage LLC,


____________________________ .
Authorized Signature


BHUPENDER DABAS .
Print Name


CEO .
Title


___________________________
Date
_______________________________



Authorized Signature



Print Name



Title


______________________________
Date