1/13/2020

This Professional Services Agreement (the “Agreement”) is entered into as of ______________between

IT Trailblazers, LLC (“ITTB”) with principal offices located at 2050 State Route 27, Suite 203,
MindQuest Technology Solutions LLC
North Brunswick, NJ 08902 and ___________________________(“Subcontractor”) with offices located
15437 N 22nd Lane, Phoenix, AZ 85023
at______________________________________________________________________________________________

RECITALS

A. ITTB has entered into agreement with its Clients, which requires generally for ITTB to provide
computer and software consulting, and staffing services.
B. Subcontractor has certain employees and independent contractors (the “Subcontractor
Personnel”) that can assist ITTB in the performance of the prime contract with the Client (the
“Prime Contract”)
C. ITTB desires to retain the Subcontractor to perform services pursuant to the Prime Contract
on behalf of ITTB under the terms and conditions more fully set forth below.
D. For the purpose of this Agreement the words Subcontractor and Subcontractor Personnel have
been used interchangeably.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.

AGREEMENT

1. PROFESSIONAL SERVICES:

1.1 ITTB will submit to its Clients the resumes of Subcontractor Personnel and set up interviews
as and when required. If the Subcontractor personnel are selected, ITTB will issue Schedule “A” –
Work Order describing the scope of work, duration, rate and other specifics of the Assignment.

1.2 Subcontractor warrants that its employees supplied meet the technical requirements
necessary to perform the Services and have legal work authorization.

2. PAYMENT FOR SERVICES:

ITTB shall pay Subcontractor the fee set forth in Schedule “A” – Work Order for the performance of
the Services. Subcontractor shall submit itemized invoices no later than 5th of every calendar
month along with time sheets executed by an authorized representative of Client to ITTB for the
Services rendered during the previous month. ITTB shall pay Subcontractor within Thirty (30)
days of receipt of approved invoices.

3. RELATIONSHIP OF PARTIES:

Subcontractor is an independent contractor and is not an agent or employee of ITTB or Client, and
has no authority whatsoever to bind ITTB or Client by contract or otherwise.

4. EXPENSES:

Unless specifically set forth in Schedule “A” – Work Order, ITTB shall not reimburse
Subcontractor for expenses incurred by Subcontractor while performing services pursuant to this
Agreement.

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5. FACILITIES AND RETURN OF PROPERTY:

ITTB or Client shall provide Subcontractor Personnel with reasonable computer machine time,
materials, such as Computer equipment, laptops, software, keys, access code, badege, files etc.
which may be necessary for Subcontractor Personnel in connection with the performance of the
Services. Subcontractor acknowledges that all the materials provided will remain the sole
property of ITTB or Client and will ensure return of the Property upon request and on or before
termination date.

6. TAXES AND BENEFITS:

Subcontractor acknowledges and agrees that it shall be the obligation of Subcontractor to report
as income all compensation received by Subcontractor pursuant to this Agreement and to make
the proper tax withholdings for compensation paid to Subcontractor personnel for the services
performed in connection with this Agreement. Subcontractor shall provide workers compensation
insurance and all other required insurance, and comply with all applicable employment laws for
Subcontractor Personnel.

7. HIRING AND SOLICITATION:

7.1 During the term of this Agreement and for a period of one (1) year following the
termination of this Agreement, neither party hereto shall hire or solicit for hire any of the
employees and/or independent contractors of the other who have been introduced to the other
in connection with or as a result of this Agreement. Subcontractor personnel cannot join ITTB's
clients without consent from IT Trailblazers even if client has right to hire clause with IT
Trailblazers.

7.2 During the term of this Agreement and for a period of one (1) year after the termination
this Agreement, Subcontractor shall not solicit/perform any other services for ITTB’s Client, or
any end-user client or customer of the Client for whom the services hereunder are ultimately
performed (the “End User”), without the prior written consent of ITTB. This clause shall not
apply to client contacts that Subcontractor has prior relationship with.

7.3 Subcontractor shall not communicate with Client or End User regarding any of the
financial terms of this Agreement, or any dispute between ITTB and Subcontractor relating to
the terms of this Agreement; during the life time, and after the termination of this Agreement.

7.4 In the event of a breach by Subcontractor of the provisions of the Subsections 7.1, 7.2 and
7.3 above, ITTB shall be entitled to all remedies at law and in equity, including injunctive relief.

8. CONFIDENTIALITY:

Subcontractor and its agents, directors, officers and employees shall hold the ITTB and Client’s
and End User’s Confidential Information in strict confidence and not use on its own behalf or
disclose such Confidential Information to any third parties. Subcontractor and its agents,
directors, officers and employees shall deliver promptly all Confidential Information of ITTB or
Client or End User in its possession upon the request of ITTB or Client. For purposes hereof,
"Confidential Information" includes all confidential and proprietary information disclosed by
ITTB or Client or End User including but not limited to software source code, technical and
business information relating to current and proposed products or services, research and
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development, production, manufacturing and engineering processes, costs, profit or margin
information, finances, Clients and End Users, prospects, potential Clients and End Users, and
any information marked confidential by ITTB or Client or End User.

9. INVENTIONS:

All inventions, discoveries, concepts and ideas whether patentable or not, including but not
limited to hardware, software, processes, methods, techniques as well as improvements thereto
conceived (collectively referred to as "Developments"), made, conceived or developed by
Subcontractor and its agents, alone or with others, which (i) result from or relate to the
Services; (ii) Subcontractor or its agents may receive from ITTB or Client or end User while
performing the Services; or (iii) result from use of ITTB or Client’s or end User’s equipment,
facilities or materials shall be property of ITTB or Client or End User as applicable.

10. WORK STATUS COMPLIANCE:

Subcontractor certifies that it will comply with its obligations under the Immigration Reform
and Control Act and all other applicable federal, state and local employee relations’ laws and
regulations in connection with Subcontractor Personnel. Subcontractor shall provide all
supporting documentation of such compliance which is reasonably required by ITTB or Client
or End User on demand.

11. REPRESENTATIONS AND WARRANTIES:

Subcontractor hereby represents and warrants to ITTB as follows:

11.1 Subcontractor shall ensure the Subcontractor Personnel reports for work on the date
specified in the Schedule “A” – Work Order and continues to report for work as required by the
Client.

11.2 Subcontractor shall maintain accurate time reporting systems and all invoices submitted
will accurately reflect client approved time for the Services. ITTB will not be liable to pay for
timesheet hours that are not approved or contested by the Client. Subcontractor will refund
any excess amounts paid by ITTB for timesheet hours not approved/paid by Client.

11.3 The Services shall be performed in a good and workmanlike manner consistent with the
highest standards of the industry.

11.4 Subcontractor shall provide background investigation reports, drug test, and references
as requested by Client/End User/ITTB.

Subcontractor also acknowledges that the "Start Date" of the project is contingent on
successful completion of background checks and all client processes. Subcontractor personnel
shall not start on the project assignment before getting a final confirmation on the start date
from ITTB. Such confirmation will be provided via email to the Subcontractor.

12. INDEMNIFICATION:

Subcontractor shall indemnify and hold harmless ITTB, its directors and employees, against all
loss, settlement, costs or expenses (including legal fees), as incurred resulting from or arising
out of any breach of this Agreement by Subcontractor.

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13. INSURANCE:

At all times during the term of this Agreement, Subcontractor shall procure and maintain for
itself and for its employees the following: (1) all insurance coverage required by federal and
state law, including workers’ compensation insurance and (2) comprehensive general liability
insurance with a combined limit of not less than $1,000,000 of coverage for bodily injury and
property damage (including products/completed services, personal injury, contractual liability,
and advertising injury). If any insurance claims are brought against ITTB due to non-
compliance by Subcontractor, ITTB reserves the right to recover such claims from
Subcontractor.

14. TERM AND TERMINATION:

This Agreement shall commence on the date first written above and shall continue until
terminated as follows:

14.1 Either party may terminate the Agreement in the event of a breach by the other party if
such breach continues uncured for a period of thirty (30) days after written notice, or upon
written notice to the other party if either party is adjudicated bankrupt or files a voluntary
petition of bankruptcy.

14.2 ITTB may terminate Schedule “A” – Work Order upon written notice to Subcontractor if
the Prime Contract is terminated due to Client/project exigencies.

14.3 Either party may terminate Schedule “A” – Work Order by giving two (2) weeks prior
notice.
14.4 Subcontractor acknowledges and agrees that it shall be the obligation of Subcontractor
to return the Client property as indicated in the Paragraph 5 on or before termination date.

Upon the termination of this Agreement, except as set forth above in this Paragraph 14, each
party shall be released from all obligations and liabilities to the other occurring after the date of
such termination, except that any termination shall not relieve the parties of their obligations
under Paragraph 5 ("Facilities and Return of Property") ( Paragraph 6 ("Taxes and Benefits"),
Paragraph 7 ("Hiring and Solicitation") Paragraph 8 ("Confidentiality"), Paragraph 9
(“Inventions”) and Paragraph 15 ("General"), nor shall any such termination relieve
Subcontractor from any liability arising from any breach of this Agreement.

15. GENERAL

(a) Assignment. Neither party shall assign the Agreement or their respective rights and
obligations under this Agreement without the prior written consent of the other party.

(b) Governing Law; Severability. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and any litigation shall be brought in the
state or federal courts of the State of New Jersey. If any provision of this Agreement is for any
reason found by a court of competent jurisdiction to be unenforceable, the remainder of this
Agreement shall continue in full force and effect. Both parties in the eventuality of a law suit
waive the right to trail by jury.

(c) Complete Understanding Modification. This Agreement constitutes the full and complete
understanding and Agreement of the parties hereto and supersedes all prior understandings

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and agreements. Any waiver, modification or amendment of any provision of this Agreement
shall be effective only in writing and signed by the parties thereto.

(d) Waiver. The failure of either party to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement by the other party shall not be deemed a waiver of that
term, covenant or condition.

(e) Incorporation by Reference. Any exhibits referred to within this Agreement shall be considered
as incorporated into, and part of, this Agreement.

(f) Notices. Any notices required or permitted hereunder shall be given to the appropriate party at
the address specified above or at such other address as the party shall specify in writing and shall
be by personal delivery, facsimile transmission or certified or registered mail. Such notice shall be
deemed given upon personal delivery to the appropriate address or upon receipt of electronic
transmission or, if sent by certified or registered mail, three days after the date of the mailing.

IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the date and
year first above written.

ITTB: SUBCONTRACTOR:

IT Trailblazers, LLC: MindQuest Technology Solutions LLC

________________________:

Fed ID: 22 3689382 Fed ID: 842023517

_____________________

Signature: Signature:

Name: Name: Ankita Bhagwanani

Title: Title: HR Manager

Date: Date 1/13/2020

IT Trailblazers LLC