THIS AGREEMENT (“AGREEMENT”), with the intent of both parties to be bound by said AGREEMENT, is

entered into between Atlantic Dominion Solutions, LLC , herein after referred to as (“ADS”), with its principal place
of business located at 4210 Beau James Court, Winter Park, Florida, 32792 and,

Company/Individual: ______________________________________________________ (“CLIENT”)

Address: ______________________________________________________
Line 2: ______________________________________________________
City, State, Zip code ______________________________________________________
Country: ______________________________________________________
Phone: ______________________________________________________
Fax: ______________________________________________________

and shall be effective as of the signing date (the “Effective Date”).

WHEREAS, ADS is in the business of Agile software development training, and computer software consulting and
development services, and will be providing the one or more of the following services exclusive to this instant
Agreement:

• Agile software development training - help in implementing Agile practices including Scrum and Extreme
Programming
• Application development – use of a programming language and a web framework, specifically Ruby and
Ruby on Rails respectively, to create a software application accessible via the Internet using a web browser.
• Project management - project management includes all meetings, phone calls, email and instant messenger
conversations between ADS and CLIENT, planning of iterations and keeping the project management system
up-to-date.
• Environment setup – setting up the development, test and production environments as required, including
software and processes for concurrent development, production deployment, and ongoing operations and
maintenance.
• Server setup - by working with a hosting company capable of hosting Ruby on Rails application on servers
that they maintain, ADS will install the necessary software to run the application that is developed for
CLIENT.

WHEREAS, CLIENT wishes to utilize the above referenced services provided by ADS in connection with the
development of a software application, hereinafter “PROJECT”,

NOW, THEREFORE, ADS and CLIENT agree as follows:

PAYMENT

CLIENT will pay ADS according to the option chosen in the “BILLING AND PAYMENT ON WORK PROJECTS“
section of this AGREEMENT.

COOPERATION

CLIENT shall assist ADS in the performance of its obligations under this Agreement and shall undertake such
responsibilities at its own expense. CLIENT shall make available to ADS a designated representative:

Atlantic Dominion Solutions, LLC Services Agreement

_____________________________________ (“CLIENT’s Representative”), who shall be authorized to make
binding decisions for CLIENT regarding the obligations which are the subject of this Agreement, and shall perform
or have performed other duties and requirements of CLIENT as set forth in this Agreement.
RELIANCE

CLIENT understands that ADS shall rely upon CLIENT’s Representative as having the authority specified in
“COOPERATION” herein and that all official communications from ADS to CLIENT shall be addressed to
CLIENT’s Representative.

TERM AND TERMINATION

Unless terminated as provided herein, this AGREEMENT shall extend to and terminate upon completion of the ADS
work on said project as provided herein. CLIENT may terminate this AGREEMENT without cause upon fifteen (15)
days written notice. In the event of termination without cause, CLIENT agrees to pay ADS for all of ADS work
performed on the project up to the date of termination notice received. Either party may terminate this
AGREEMENT for material breach, provided, however, that the party initiating the termination notice to the other
party, gives the party receiving the termination notice at least 21 days written notice of and the opportunity to cure
the breach within a total of 30 days cumulative. Termination for breach shall not preclude the terminating party from
exercising any other remedies for breach. If CLIENT does not provide ADS with written notice within the time
specified herein, any remaining balance will be considered liquidated damages and not refunded.

WORK FOR HIRE AND OWNERSHIP OF IP

ADS agrees that the work covered by this AGREEMENT is work made for hire. ADS agrees and warrants that,
except for any third-party tools that CLIENT agrees to license, and except for any open source applications, ADS
WORK under this AGREEMENT will be original, and ADS WORK will not infringe any rights of others or contain
libelous material, and will not have been previously assigned, licensed or otherwise encumbered. ADS will identify
to CLIENT any portions of ADS’ Work Product that were originally developed outside this AGREEMENT, before
including it in a module created for CLIENT.

Notwithstanding the above, CLIENT agrees that ADS WORK Product will use and embody methodologies,
processes, and other intellectual property (IP) rights owned or to be developed by ADS at substantial cost and
expense. CLIENT agrees to hold such IP rights in confidence for ADS. ADS grants CLIENT a limited, non-
transferable, non-exclusive right and license to use such IP rights solely in connection with the use and operation of
ADS WORK Product. CLIENT agrees to employ reasonable secrecy precautions, at least as protective as the
precautions CLIENT uses to protect CLIENT’s own proprietary information, to protect ADS’s IP rights from
unauthorized copying, use, or disclosure. Without limiting the foregoing, CLIENT agrees that ADS holds all right,
title, and interest in and to all IP rights developed in connection with or embodied in the ADS WORK Product and
related documentation, including but not limited to the sole right to apply for, obtain, and enforce patents,
copyrights, and trademarks with respect to the ADS WORK Product and its documentation.

CONFIDENTIAL INFORMATION

A. All information relating to CLIENT including it’s business information included within the Supporting
Documentation referred to in Exhibit A and any other such information that is known (or claimed) to be confidential
or proprietary, or which is clearly marked as such, shall be held in confidence by ADS and shall not be disclosed or

Atlantic Dominion Solutions, LLC Services Agreement

used by ADS except to the extent that such disclosure or use is reasonably necessary to the performance of the ADS
work on the project.

B. All information relating to ADS that is known to be confidential or proprietary, or which is clearly marked as
such, shall be held in confidence by CLIENT and shall not be disclosed or used by CLIENT except to the extent that
such disclosure or use is reasonably necessary to the performance of CLIENT’s duties and obligations under this
AGREEMENT.

C. These obligations of confidentiality shall extend for a period of 1 year after the termination of this
AGREEMENT, but shall not apply with respect to information that is independently developed by the parties,
lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any
confidentiality obligation.

WARRANTY AND DISCLAIMER

ADS warrants that ADS WORK will be provided in a workmanlike manner and in conformity with generally
prevailing industry standards and will not violate the proprietary rights of others. CLIENT must report any
deficiencies in ADS WORK to ADS in writing within 30 days of performance to receive warranty remedies.
CLIENT’S exclusive remedy for any breach of the above warranty shall be the re-performance of ADS WORK.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR
STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

LIMITATION OF LIABILITY

In no event shall ADS be liable for any loss of profit or revenue by CLIENT, or for any other consequential,
incidental, indirect or economic damages incurred or suffered by CLIENT arising as a result of or related to the
work performed by ADS, whether in contract, tort, or otherwise. CLIENT further agrees that the total liability of
ADS for all claims of any kind arising as a result of or related to this AGREEMENT, or to any act or omission of
ADS, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by
CLIENT to ADS during the twelve (12) month period preceding the date the claim arises. CLIENT shall indemnify
and hold ADS harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred
by ADS therein, arising as a result of CLIENT’s breach of this AGREEMENT.

RELATION OF PARTIES

The performance by ADS of its duties and obligations under this AGREEMENT shall be that of an independent
contractor, and nothing herein shall create or imply an agency relationship between ADS and CLIENT, nor shall this
AGREEMENT be deemed to constitute a joint venture or partnership between the parties.

EMPLOYEE SOLICITATION / HIRING

During the period of this AGREEMENT and for twelve (12) months thereafter, neither party shall directly or
indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former
subcontractor of the other. The terms “former employee” and “former subcontractor” shall include only those
employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of

Atlantic Dominion Solutions, LLC Services Agreement

this AGREEMENT.

MISCELLANEOUS PROVISIONS

A. Except as provided herein, neither party may assign this AGREEMENT, in whole or in part, without the prior
written consent of the other party. This AGREEMENT shall inure to the benefit of, and be binding upon, the parties
hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

B. Any dispute arising under this AGREEMENT shall be subject to binding arbitration by a single Arbitrator, in
accordance with its relevant industry rules, if any. The parties agree that this AGREEMENT shall be governed by
and construed and interpreted in accordance with the laws of Florida. The arbitration shall be held in Florida. The
Arbitrator shall have the authority to grant injunctive relief and specific performance to enforce the terms of this
AGREEMENT. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent
jurisdiction.

C. If any term of this AGREEMENT is found to be unenforceable or contrary to law, it shall be modified to the least
extent necessary to make it enforceable, and the remaining portions of this AGREEMENT will remain in full force
and effect.

D. Neither party shall be held responsible for any delay nor failure in performance of any part of this AGREEMENT
to the extent such delay caused by events or circumstances beyond the delayed party’s reasonable control.

E. CLIENT agrees to allow ADS to list CLIENT as a customer of ADS on the ADS website.

F. The waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach
or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This
AGREEMENT may be modified only by a written instrument executed by authorized representatives of the parties
hereto.

G. This AGREEMENT constitutes the entire AGREEMENT between the parties with respect to the subject matter
hereof, and supersedes all prior AGREEMENTS, proposals, negotiations, representations or communications
relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this
AGREEMENT by any representations or promises not specifically stated herein. This AGREEMENT may be
executed in counterparts. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be
equally effective as delivery of a manually executed counterpart.

Atlantic Dominion Solutions, LLC Services Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

SIGNATURES

Atlantic Dominion Solutions, LLC (ADS) ________________________________(COMPANY)

By: ____________________________________ By: _______________________________________

Title: Title:
______________________________________

Atlantic Dominion Solutions, LLC Services Agreement

 BILLING AND PAYMENT ON WORK PROJECTS

In order to remain flexible due to changes in the project requirements during the project, ADS offers the following
payment options to CLIENT:

Service
CLIENT Initials

Late Payment Charges: We reserve the right to impose a late charge of one and one-half percent (1.5%) per month
on any balance not paid within thirty (30) days of the statement date.

Atlantic Dominion Solutions, LLC Services Agreement