Zallas Technologies

a VOVK International Corp. IL company

1441 Laurel Oaks Dr.
Streamwood, IL 60107
www.zallas.com
1-888-4-ZALLAS

DEVELOPMENT AGREEMENT

This Agreement (“Agreement”) is entered into on 5th day of June 2009, by and between Zallas
Technologies (a company of VOVK International Corp.), an Illinois corporation (hereinafter “Zallas
Technologies” or "Company" or “Client”), and Frederick Roy Bautista, residing at: #111 Malagasang 1B,
Imus, Cavite, 4103, Philippines (hereinafter the “Contractor” or “Employee”). It is understood that
Contractor is personally responsible and liable for the performance of this Agreement.

Zallas Technologies desires to receive and Contractor desires to provide certain services and deliverables,
more fully described below and in the various Exhibits attached hereto and made a part of this
Agreement, upon the following terms and conditions. Accordingly, in consideration of the promises,
undertakings and covenants set forth in this Agreement, the parties agree as follows:

1. SERVICES
Contractor shall use his best efforts to perform the services (“Services”) and provide the deliverables (the
“Product”) described in Exhibit A. At a minimum, weekly status reports shall be provided.
2. COMPENSATION AND PAYMENT
Zallas Technologies shall pay Contractor in full consideration of Contractor’s Services. Payments will be
made as set forth in your original Job Offer contract after receipt of a correct and acceptable invoice,
provided such Services were performed to the satisfaction of Zallas Technologies.

Except as expressly set forth in this Agreement, Zallas Technologies shall not be responsible for any costs
or expenses incurred by Contractor which have not been approved in writing in advance by Zallas
Technologies, and Contractor shall not receive any other compensation in connection with this
Agreement.

3. OWNERSHIP
Contractor understands and acknowledges that, pursuant to the provisions of this Agreement and
any Schedules and Attachments hereto as may be amended by the parties from time to time, Zallas
Technologies shall solely and exclusively own all rights, title, and interest in and to all technical data,
software, including both object and sources, documentation, trade secrets, copyrights, patents,
inventions, whether or not patentable, trademarks, trade names, including the Product and any other
material developed or prepared by or for Contractor pursuant to this Agreement (the “Information”)
including any derivative works thereof. All such Information and deliverables shall be deemed ‘works
made for hire’ and made in the course of Services rendered hereunder. If the
Information/deliverables/Product are deemed not a ‘work for hire’, then in that case, Contractor, by
execution of this Agreement, hereby assigns to Zallas Technologies all its rights, title and interest in
and to any and all such Information/Deliverables/ Product and Contractor shall have no claims, moral
or otherwise, interest or title to such Information/Deliverables/Product.
Contractor(s) agrees to assist Zallas Technologies, during and after the expiration or completion of

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Services or termination of this Agreement, as the case may be, to obtain and from time to time
enforce, patents, copyrights, and all other rights in or to said Information/ Deliverables/Product and
improvements thereto in any countries and jurisdictions, and will execute all documents required for
use in applying for and obtaining such patents and copyrights thereon. In the event Contractor is
unable or unavailable to execute any required documents that may be required, Contractor hereby
irrevocable appoints any Zallas Technologies officer as its agent and attorney-in-fact, to act for and in
its behalf and stead to executive any such documents required to effectuate Zallas Technologies’
rights in said Information/Deliverables/Product.
In the event it becomes necessary for Contractor to incorporate it’s own or any third party code or
any intellectual property/invention into the Product (hereinafter “Third Party IP”), then Contractor
shall first notify Zallas Technologies before proceeding further with the Services. If Zallas
Technologies approves such inclusion in writing, then in that event, Contractor hereby grants to
Zallas Technologies an unrestricted, perpetual, royalty-free, non-exclusive, irrevocable, paid up
license to use, copy, license, sub-license, make derivative works to the “Third Party IP”
embedded into the Product.

4. CONFIDENTIALITY

Contractor will be given access to Zallas Technologies’ proprietary and confidential information that
Contractor shall not disclose or use other than for purposes of performing the Services under this
Agreement. Confidential information is understood to mean material which is not generally available to or
used by others or the utility or value of which is not generally known or recognized as standard practice,
whether or not the underlying details are in the public domain, including, but not in limitation of,
information or material which relate to inventions, technology, products, pricing, purchasing, accounting,
human resource (employee) policies, procedures, plans, Information, deliverables, the Product, trade
secrets, etc., including any third party confidential information of a like nature. Contractor shall take all
reasonable precautions to safeguard the confidentiality of such materials and information and to limit
access to the materials and information to authorized personnel and/or subcontractor and agents who
require such access to perform the Services under this Agreement. All such personnel, subcontractor and
agents shall also be obligated under this provision. Contractor hereby assumes responsibility for the acts
and/or omissions of his subcontractors and agents. Contractor agrees to return all Zallas Technologies or
any third party written information upon termination of this Agreement or at such time as may be
requested by Zallas Technologies. Contractor shall not disclose the nature of the deliverables, the Product
or any of the Information to any third party without the prior written consent of Zallas Technologies.
The above exceptions shall not apply to (a) any individual parts of the Confidential Information merely
because such parts are included in more general information, or (b) any specific combination of items
found in the Confidential Information merely because such combination can be pieced together from
multiple sources, none of which shows the whole combination.
Because Contractor’s breach of any of its obligations hereunder will irreparably harm Zallas Technologies
and substantially diminish the value of the Product and/or the Confidential Information, Contractor
agrees, without limiting Zallas Technologies’ other rights or remedies, that Zallas Technologies shall be
entitled to injunctive and/or equitable relief to enforce its rights under this Agreement.

All prior agreements regarding confidentiality previously entered into between Zallas Technologies and
the Contractor shall remain in full force and effect. In the event that any terms of this Agreement are
found to conflict with terms agreed in other agreements regarding confidentiality, this agreement shall
supersedes all prior agreements.

5. INDEPENDENT CONTRACTOR

It is expressly understood and agreed that Contractor (including any employees of Contractor and, if

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permitted by Zallas Technologies, any subcontractor or agents of Contractor), is performing all Services
under this Agreement as independent contractors and shall not be considered employees of Zallas
Technologies. Contractor shall solely be responsible for payment of all compensation, withholding and
other taxes, Worker’s Compensation, and all other employee benefits relating to the Services performed
by or on behalf of Contractor under this Agreement, including any required local taxes or assessments,
etc. At Zallas Technologies’ request, Contractor agrees to provide documentation satisfactory to Zallas
Technologies of any insurance coverage mutually agreed to by the parties in writing relating to
Contractor’s professional and general liability, bodily injury and property damage and worker’s
compensation coverage.

6. INDEMNIFICATION

Contractor agrees to defend, indemnify and hold Zallas Technologies, its officers, directors, employees,
customers, representatives and agents (the “Indemnified Parties”) harmless from and against any and all
damages, claims, liability, and/or settlements made by Contractor, all costs and expenses (including
attorney’s fees, court costs and expenses), incurred by the Indemnified Parties for any and all claims and
demands arising out of or in connection with this Agreement and relating to Contractor’s obligations for
payments to Contractor’s employees and subcontractors, withholding of taxes, claims that any
Information or the deliverables/Product produced or delivered by or on behalf of Contractor infringes any
trade secrets, copyrights, patents, or other intellectual proprietary rights of any third party, or any breach
of Contractor’s other obligations, representations or warranties under this Agreement, provided that
Zallas Technologies gives Contractor prompt written notice of any such claims and demands and sole
authority to defend or settle the claims and demands.

In the event of a third party infringement claim, whether alleged or actual, Contractor will obtain for
Zallas Technologies the right to continue using the Information/deliverables/Product, replace or modify
them so they become non-infringing, or, if such remedies are not reasonably available, Contractor shall
refund all the monies paid (i.e. all milestone payments, service/support fees, if any) hereunder by Zallas
Technologies to Contractor, and this Agreement shall forthwith be terminated.

7. LIABILITY

Time is of the essence of this Agreement. If Contractor fails to make delivery or perform any Services on
the agreed dates, as set forth in Exhibit A, Section Zallas Technologies may claim, in addition to any
remedy it may have at law or equity, liquidated damages for the procurement of like Services, provided
that such claim can be substantiated by prima facie evidence. Specific grounds for which Contractor will
not be held responsible for liquidated damages are cases of force majeure, such as, but not limited to,
mobilization, war, riots, strikes, and industrial lockouts.

8. REPRESENTATIONS AND WARRANTIES

Contractor warrants, for a period of 12 months after Zallas Technologies’ acceptance of the Product, that
the deliverables/Product outlined in Exhibit A, will meet all specifications as set forth in Exhibit A. Zallas
Technologies will use reasonable efforts to isolate and analyze such deviations from the specifications, or
errors. In the event any errors are discovered within the 12-month warranty period, Contractor agrees to
correct such errors at Contractor’s cost and expense within a reasonable time following receipt of notice
thereof. If Zallas Technologies discovers any errors in the product after the end of the warranty period,
Contractor agrees to eliminate such errors on adequate terms and conditions to be mutually agreed
upon.

Contractor represents and warrants that the deliverables/Product will be original work of authorship and
do not and will not infringe any third party’s proprietary rights.

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Contractor further represents and warrants that Contractor is authorized and has the legal right to enter
into this Agreement and is not subject to any contractual or other legal impediment that would restrict,
impair or prevent Contractor from performing his obligations under this Agreement. Contractor also
represents and warrants that all Information, deliverables/Product and other written materials provided
by Contractor under this Agreement shall be free from all liens, restrictions, encumbrances, and adverse
claims of right, title and interest and that Contractor has the legal right to transfer and convey to Zallas
Technologies all such rights, title, and interests in and to the Information/deliverables/Product.

9. TERM AND TERMINATION

This Agreement shall become effective as of the date first written above when executed by Contractor’s
and Zallas Technologies’ authorized representatives.

This Agreement may be terminated by either party immediately in the event of any breach of a material
provision by the other party if such breach is not cured within thirty (30) days of receipt of notice of
default, or if the other party files for bankruptcy or a receiver is appointed. Additionally, this Agreement
may be terminated for convenience by Zallas Technologies by giving Contractor not less than thirty (30)
days prior written notice of termination; provided, however, in the event Zallas Technologies shall inform
Contractor in writing to cease performing specific work under this Agreement, Contractor shall
immediately cease performing such work and deliver all completed work-in-progress up to the date of
termination.

10. NON-COMPETE

During the term of this Agreement, and for two (2) year thereafter, Contractor agrees not to solicit,
directly or indirectly, the business of any Zallas Technologies customers, accounts, or business partners,
or solicit, directly or indirectly, any Zallas Technologies employees, independent contractors, or business
advisors.

11. NOTICES

Any notice, approval, request, authorization, direction or other communication required or permitted
under this Agreement shall be given in writing and shall be deemed to have been delivered (i) on the
delivery date if delivered by confirmed facsimile, electronic transmission or by personal delivery, (ii) one
business day after deposit with a commercial overnight courier with written verification of receipt, or (iii)
five business days after the mailing date if sent by U.S. mail, return receipt requested, postage and
charges prepaid. Notice shall be given to each party at the following addresses [such addresses may be
changed by notice to the other party):

To Zallas Technologies: Zallas Technologies

1441 Laurel Oaks Dr.
Streamwood, IL 60107

To Contractor:

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12. GENERAL

This Agreement may not be assigned by Contractor without the prior written consent of Zallas
Technologies. If an assignment is authorized under this Agreement all terms and conditions shall be
binding on Contractor’s successors and assigns. Contractor shall not delegate his obligations and
responsibilities to any third party or to any employee, subcontractors or agents who are not approved in
advance in writing, which approval shall not be unreasonably withheld by Zallas Technologies.

This Agreement, along with the attached Schedules, constitutes the entire understanding and agreement
of the parties and supersedes all prior written or oral agreements with respect to the subject matter of
this Agreement. This Agreement may not be modified or amended without the express written agreement
of both parties. No term or provision hereof shall be deemed waived and no breach of any provision
excused, unless such waiver or consent shall be in writing and signed by the party claiming to have
waived or consented. Any consent by any party to, or waiver of, a breach of this Agreement by a party,
whether express or implied, shall not constitute a consent to waiver of any other provision or waiver of
the same provision at any other time. If any provision of this Agreement is held to be invalid or otherwise
unenforceable, the enforceability of the remaining provisions shall not be impaired.

This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts. Both parties agree to the exclusive jurisdiction and venue of the courts of the
Commonwealth.

The parties agree to try, in good faith, to settle any dispute amicably by themselves. If the parties are
unable to reach agreement on any matter in dispute after 30 days, then the dispute shall be referred to
ADR (Alternative Dispute Resolution) mediation for settlement. The parties shall mutually agree on the
entity to conduct the mediation that will be held at a location convenient to both parties. The mediation
expenses will be shared equally by both parties. Each party shall be responsible for its own expenses.

Neither party shall be responsible for (force majeure) failure to fulfill its obligations under this Agreement
due to causes beyond its control.

AGREED AND ACCEPTED:

COMPANY, Zallas Technologies:

Date

CONTRACTOR:

Your name here Date

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