Master Service Agreement

This Master Service Agreement ("Agreement") is entered into between:

Automate America, Inc. ("Company", "We", "Us")
PO BOX 1638
Greer, SC 29652
Phone: 586-770-8083
Email: info@automateamerica.com

AND

Customer ("Client", "You")
As identified in the applicable Statement of Work or Service Order.

"Standard Services" means contractor sourcing services where Customer is responsible for contractor payment, taxes, and compliance.

"Contractor" means an independent contractor sourced through Automate America to perform services for Customer.

"Placement Fee" means the one-time fee charged upon successful placement of a Contractor.

"Statement of Work" or "SOW" means a document specifying requirements, rates, and terms for a specific engagement.

3.1 Standard Services Include:

• Contractor sourcing and screening
• Resume and skill verification
• Interview coordination
• Reference checks (upon request)
• Placement matching algorithm

3.2 Customer Is Responsible For:

• All contractor payments
• Tax withholding and reporting (if applicable)
• Workers' compensation insurance
• Contractor agreements and compliance
• Workspace and equipment

3.3 Automate America Does NOT Provide:

• Payroll processing
• Tax withholding or filing
• Insurance coverage for contractors
• Legal employer of record services

4.1 Placement Fee
Customer agrees to pay the applicable Placement Fee as specified in the SOW upon successful placement. Placement is considered successful when Contractor begins work.

4.2 Fee Structure
Standard placement fees are 15-20% of the Contractor's first-year compensation or a flat fee as agreed in the SOW.

4.3 Payment Terms
Placement Fees are due within NET 30 days of invoice date.

4.4 Replacement Guarantee
If a placed Contractor leaves within 90 days, Automate America will provide one replacement search at no additional fee.

Contractors sourced through Standard Services are independent contractors of the Customer, NOT employees of Automate America. Customer is solely responsible for:

• Determining contractor vs employee classification
• All tax obligations (1099, etc.)
• Compliance with labor laws
• Any employment-related claims

Automate America provides sourcing services only and makes no representations regarding contractor classification.

Both parties agree to maintain confidentiality of proprietary information, including but not limited to contractor rates, client requirements, and business processes.

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

This confidentiality obligation survives termination of this Agreement.

AUTOMATE AMERICA'S LIABILITY SHALL NOT EXCEED THE TOTAL PLACEMENT FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

AUTOMATE AMERICA IS NOT LIABLE FOR:

• Contractor performance or conduct
• Tax classification issues
• Employment-related claims
• Indirect, incidental, or consequential damages
• Lost profits or business interruption
• Third-party claims arising from Customer's use of contractors

Either party may terminate this Agreement with 30 days written notice. Termination does not affect fees owed for placements already made.

8.1 Non-Circumvention
Customer agrees not to directly engage any Contractor introduced by Automate America without paying applicable fees for a period of 12 months from introduction.

8.2 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• Customer retains contractors already placed
• Non-circumvention provisions remain in effect

Governing Law: This Agreement is governed by the laws of South Carolina.

Dispute Resolution: Disputes shall be resolved through binding arbitration in Greenville County, South Carolina.

Entire Agreement: This Agreement constitutes the entire agreement between parties. No oral modifications are valid.

Severability: Invalid provisions shall not affect remaining provisions.

Assignment: Neither party may assign this Agreement without written consent.

Notices: All notices shall be in writing and delivered to the addresses stated herein.