Corp Systems Independent Contractor Agreement

CORPSYSTEMS LLC. INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT is made and entered into as of the XXth day of November 2009, by and between Corpsystems LLC., and XXXXXXXXX (“Contractor”), located at XXXXXXXXXXXXXXXXXXXXX . WHEREAS, Corpsystems LLC. Provides consulting services relating to automated computer systems testing, load testing, performance tuning, computer system monitoring, web acceleration, requirements management, and application life cycle management, (the “Area of Specialization”) to its clients (Corpsystems LLC. Clients”) through individual consultants; and contractors WHEREAS, Contractor has the education, experience and skills in the Area of Specialization to render valuable services to Citizencrane Clients; and NOW, THEREFORE, for and in consideration of the covenants and conditions set forth below, Corpsystems LLC. and Contractor hereby agree as follows: 1. Nature of Relationship. Corpsystems LLC. hereby contracts with Contractor to provide services for the Project. Contractor agrees that it shall perform those services as requested by Corpsystems LLC. from time to time relating to the Area of Specialization and the Project. Effective as of the date hereof, Contractor is and shall be an independent contractor of Corpsystems LLC. and is not, by virtue of this Agreement or otherwise, made an agent, employee, or joint venture of Corpsystems LLC. From and after the date hereof, Contractor shall not receive, and shall have no claim for, any benefits provided by Corpsystems LLC. to its employees. 2. Duties. Contractor shall devote substantially all of his or her business time, energy and skill to performing the services in furtherance of the Project (vacations as provided hereunder and reasonable absences because of illness excepted) and shall faithfully and industriously perform such services in accordance with the policies and procedures adopted by Corpsystems LLC. from time to time and communicated to Contractor. Contractor acknowledges the critical importance of Corpsystems LLC’s maintaining a respected reputation in the business community and shall strive to enhance such reputation by his conduct, including without limitation by providing professional, high-quality, and effective services to Corpsystems LLC. and the Client. Contractor shall not become personally involved in the management or operations of any other company, partnership, proprietorship or other entity, without the prior written consent of Corpsystems LLC; provided, however, that so long as it does not interfere with Contractor’s contract hereunder, Contractor may serve as an officer or director of, or otherwise participate in, educational, welfare, social, religious, civic, trade and industry-related organizations. 3.

Fees.

a. Base Fees. For his or her services hereunder, Contractor shall be paid a base fee (the “Base Fee”) as described in Addendum 1 for each engagement that contractor performs services for Corpsystems LLC. Contractor further agrees and understands that, independent contractor, he / she shall be solely reporting, and paying any Social Security, income and payments received under this Agreement, except that

by virtue of his status of responsible for withholding, other taxes due on account of Corpsystems LLC. shall, to the

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extent of payments in excess of Six Hundred Dollars ($600) in any calendar year, file and furnish Contractor with a copy of IRS Form 1099 reporting such payments. 4. Expenses. During the term hereof, Corpsystems LLC. shall reimburse Contractor, as hereinafter described and agreed in addendum 1 for each engagement when applicable, that are pre-approved by Corpsystems LLC, for reasonable out-of-pocket expenses actually incurred by Contractor in performing his or her services hereunder, including without limitation travel and lodging expenses. Contractor shall be reimbursed for such expenses upon Contractor’s presentation to Corpsystems LLC, and Corpsystems LLC. approval of, expense statements or written vouchers or other supporting documents as may be reasonably requested by Corpsystems LLC. 5. Vacations and Leaves of Absence. Contractor shall be entitled to such absences for vacations, illness and personal matters as shall be approved by Corpsystems LLC. from time to time. 6.

Term and Termination of this Agreement.

a. Term. The term of this Agreement and of Contractor’s relationship with Corpsystems LLC. shall commence upon the date hereof and shall expire upon the later of: twelve (i) (12) months after the date hereof; and (ii) the date that all Services to be rendered or Deliverables (as defined herein) to be delivered pursuant to any and all Statements of Work or addendums to this agreement have been rendered or delivered, as the case may be, to the reasonable satisfaction of Corpsystems LLC. (the Term). (b) Mutual Consent. This Agreement may be terminated upon the mutual agreement of Corpsystems LLC. and Contractor at any time. (c) Death or Disability. This Agreement shall automatically terminate upon Contractor’s death or disability (as determined by Corpsystems LLC. in its reasonable judgment). d. Return of Corporate Property/Work Product. Notwithstanding anything herein to the contrary, upon termination of this Agreement for any reason (or upon the earlier request of Corpsystems LLC), Contractor agrees that he or she will turn over to Corpsystems LLC. any and all property or records of Corpsystems LLC. or any Corpsystems LLC. Clients in his or her possession or control. Contractor acknowledges and agrees that all work products created by Contractor in performing his or her duties hereunder shall be the property of Corpsystems LLC. or the Corpsystems LLC. Client, as determined by Corpsystems LLC. 7. Confidentiality. Contractor acknowledges that in the course of performing services under this Agreement, Contractor may be exposed to or acquire information which is proprietary or confidential to Corpsystems LLC. or the Corpsystems LLC. Clients. Any and all information of Corpsystems LLC. or any Corpsystems LLC. Client in any form obtained by Contractor in the performance of this Agreement shall be deemed to be confidential and proprietary information of Corpsystems LLC. or the Corpsystems LLC. Client, as the case may be. Contractor agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties or to use such information for any purposes whatsoever, without the express

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written permission of the Corpsystems LLC. or the Corpsystems LLC. Client, as applicable. All such confidential and proprietary information described herein and any deliverables provided hereunder, in whatever form, are hereinafter collectively referred to as “Confidential Information.” Such period of non-disclosure shall be (i) for the applicable period of time afforded to trade secrets for any Confidential Information that is a trade secret as defined in the Georgia Trade Secrets Act of 1990 or (ii) three (3) years for all other Confidential Information. The Contractor shall immediately advise the owner or provider of such Confidential Information in the event that Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and will reasonably cooperate in seeking injunctive relief against any such person. 8.

Non-Solicitation Covenants.

a. Covenants. Contractor acknowledges that Corpsystems LLC. has invested, and will continue to invest during the term of Contractor’s relationship hereunder and thereafter, substantial skills, time and money in the development of its business. Contractor further acknowledges that as a result of his relationship with Corpsystems LLC. pursuant to this Agreement, Contractor shall contact, solicit or approach Corpsystems LLC. Clients and prospective Corpsystems LLC. Clients on behalf of Corpsystems LLC. and shall have the opportunity to develop professional relationships with Corpsystems LLC. Clients and Corpsystems LLC. employees. Accordingly, Contractor agrees as follows: (1) Non-Solicitation of Corpsystems LLC. Clients. Contractor shall not, while employed by Corpsystems LLC. and for a period of one (1) year after Contractor ceases to be a Contractor of Corpsystems LLC., directly or indirectly, solicit, contact, call upon or attempt to communicate with any Corpsystems LLC. Client or prospective Corpsystems LLC. Client with whom Contractor has contact during the twelve (12) month period immediately preceding the date of termination of this Agreement for the purpose of providing such Corpsystems LLC. Client or prospective Corpsystems LLC. Client with services in the Area of Specialization that are competitive with those provided by Contractor during such twelve (12) month period. (2) Non-Solicitation of Corpsystems LLC. Employees. Contractor shall not, while employed by Corpsystems LLC. and for a period of two (2) years after Contractor termination of this Agreement, directly or indirectly, solicit for employment, attempt to employ or assist any other person or entity in employing or soliciting for employment any employee of Corpsystems LLC. b. Relief. In addition to, and not in limitation of any and all remedies, which are available to Corpsystems LLC? as a result of any breach of the provisions of this Section 8 by Contractor, Contractor hereby agrees that Corpsystems LLC. shall be entitled to injunctive relief. 9. Dispute Resolution. In the event of any dispute between Contractor and Corpsystems LLC.with respect to the subject matter of this Agreement or the enforcement of rights hereunder, either party may, by notice to the other party (the “Mediation Notice”), require such dispute to be submitted to non-binding mediation in Atlanta, Georgia with a mediator acceptable to Corpsystems LLC. and Contractor. If such mediation shall not have resulted in a settlement of the dispute within sixty (60) days from the date of the Mediation Notice, either party may require such

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matter to be submitted to binding arbitration, in Atlanta, Georgia, under the rules of the American Arbitration Association (the “AAA”). The determination reached in such arbitration shall be final and binding on Corpsystems LLC. and Contractor without any right of appeal or further dispute. Execution of the determination by such arbitrator may be sought in any court of competent jurisdiction. In the event of any litigation or arbitration as provided under this Agreement or the enforcement of rights hereunder, each party shall bear his, her or its own costs and expenses relating to such litigation or arbitration, including reasonable attorneys’ fees and expenses. 10.

General Provisions.

a. Notices. Any notice required or permitted to be given to a party under this Agreement shall be given in writing by personal delivery or by mail addressed to the other party at the address which is set forth under the signature blocks of this Agreement or to such other address as may be substituted by notice to the other party. All notices shall be effective upon the date of receipt. b. Binding Effect; Assignment. This Agreement is binding upon and shall inure to the benefit of the heirs, successors, and personal representatives and permitted assigns of the parties hereto. This Agreement may be assigned by Corpsystems LLC. and shall inure to the benefit of and may be enforced directly by such assignee. Neither this Agreement nor any right of Contractor hereunder may be assigned, nor may Contractor in any way delegate the performance of his or her duties, covenants and obligations hereunder. c. Survival. The provisions of Sections 7 (Confidentiality), 8 (NonSolicitation and Non-Inducement) and 9 (Dispute Resolution) shall survive the termination of this Agreement for any reason whatsoever. d. Severability. If any part or parts of this Agreement are held to invalid, the remaining parts of the Agreement will continue to be valid and enforceable. e. Governing Law/Waiver of Jury Trial. This Agreement will be governed by the law of the State of Georgia, excluding its conflict-of-laws rules. Both parties hereby expressly waive the right to jury trial in any lawsuit based upon or arising out of this Agreement and acknowledge that such waiver was knowingly and voluntarily made. f. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or construction of the terms of this Agreement. g. Entire Agreement. This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. h. Waiver. The waiver by either party to this Agreement of a breach of any term of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof. No such waiver shall be effective unless in writing. No delay or failure by Corpsystems LLC. to exercise any right or remedy hereunder shall operate as a waiver thereof.

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i. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original. j. Definitions. Wherever the context shall so require, all words herein in any gender shall be deemed to include the other or neuter gender and all singular words shall include the plural, and all plural words shall include the singular.

IN WITNESSES WHEREOF, each of Corpsystems LLC. and Contractor has executed this Agreement as of the day and year first above written. Corpsystems LLC. By: Corpsystems LLC _____________________________

By:

Title: HR: ____________________

Name Printed:

Name Printed: ID#____________________

SS# or Tax Add

ress: ________________________________________

_______________________

_________________

Addendum No.1 DESCRIPTION OF ASSIGNMENT

This work assignment shall be incorporated into the Independent Contractor Agreement between Corpsystems LLC. and XXXXXXXXXXX, which is dated this XX day of November , 2009.

Description of Work to be Performed: Consultant: Provisions of Engagement Including Expense Reimbursement

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Work Begin Date: Work End Date: Contractor Hourly Rate of Pay:

Corpsystems Contracting Party By: Name: Title: HR

LLC By: Name: Title:

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