Master Service Agreement - White Glove

1. PARTIES AND DEFINITIONS

1.1 Parties This Master Service Agreement - White Glove ("Agreement") is entered into by and between:Automate America, Inc. ("Company"), a corporation with its principal mailing address at PO Box 1638, Greer, SC 29652, andThe entity or individual engaging professional staffing services through the Company's Automate America platform ("Customer").1.2 Definitions<ul><li>"Company" — Automate America, Inc., the operator of the Automate America platform</li><li>"Customer" — The business entity or individual purchasing professional staffing services under this Agreement</li><li>"Professional" — The independent contractor or staffing professional placed with the Customer through the Company's White Glove service</li><li>"White Glove Service" — The Company's managed staffing service in which the Company sources, vets, and places Professionals with Customers</li><li>"Platform" — The Automate America web application operated by the Company at automateamerica.com</li><li>"Engagement" — A specific placement of a Professional with a Customer under a Statement of Work</li><li>"Statement of Work" (SOW) — A document specifying the scope, duration, rates, and terms for a particular Engagement</li><li>"Platform Fee" — The percentage-based fee charged by the Company for facilitating the Engagement</li><li>"Confidential Information" — Any non-public business, technical, or financial information disclosed by either party</li></ul>1.3 Agreement Structure This Agreement establishes the general terms governing all White Glove Engagements. Individual Engagements are governed by Statements of Work that incorporate this Agreement by reference.

2. SCOPE OF SERVICES

2.1 White Glove Service DescriptionThe Company provides the following managed staffing services under the White Glove model:<ul><li>Sourcing and recruiting qualified Professionals based on Customer requirements</li><li>Screening, vetting, and verifying Professional qualifications</li><li>Coordinating interviews and selection processes</li><li>Managing onboarding and placement logistics</li><li>Providing ongoing account management and support</li><li>Handling timesheet processing, invoicing, and payment administration</li></ul>2.2 Customer ResponsibilitiesThe Customer agrees to:<ul><li>Provide clear and accurate job requirements and specifications</li><li>Participate in interview and selection processes in a timely manner</li><li>Provide a safe and appropriate work environment for Professionals</li><li>Communicate performance concerns to the Company promptly</li><li>Comply with all applicable federal, state, and local employment laws</li><li>Not direct Professionals to perform work outside the agreed SOW without prior written amendment</li></ul>2.3 Professional Placement The Company will use commercially reasonable efforts to identify and present qualified Professional candidates. The Customer retains the right to approve or decline any presented candidate. The Company does not guarantee the availability of specific Professionals or the completion of any particular project.2.4 Quality AssuranceThe Company maintains quality standards for all White Glove Engagements including:<ul><li>Verification of Professional credentials and experience</li><li>Background screening where applicable and authorized</li><li>Ongoing performance monitoring and Customer satisfaction reviews</li><li>Replacement of underperforming Professionals at no additional placement fee</li></ul>

3. TERM AND TERMINATION

3.1 Agreement Term This Agreement becomes effective upon the Customer's acceptance and remains in effect for an initial term of one (1) year. After the initial term, this Agreement automatically renews for successive one-year periods unless terminated by either party.3.2 Termination for Convenience Either party may terminate this Agreement or any active SOW by providing thirty (30) days written notice to the other party. Written notice must be delivered via email to the designated contact or through the Platform's messaging system.3.3 Termination for CauseEither party may terminate this Agreement immediately upon written notice if:<ul><li>The other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice</li><li>The other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course</li><li>The other party engages in fraud, gross negligence, or willful misconduct</li></ul>3.4 Effect of TerminationUpon termination:<ul><li>All active SOWs will continue through their natural completion or be wound down over a period not to exceed thirty (30) days</li><li>The Customer remains liable for all fees, expenses, and compensation accrued prior to the effective date of termination</li><li>Sections 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 11 (Non-Solicitation), and 12 (Dispute Resolution) survive termination</li><li>The Company will provide reasonable assistance in transitioning active Engagements</li></ul>3.5 Suspension The Company reserves the right to suspend services if the Customer fails to make timely payments or violates any material term of this Agreement.

4. COMPENSATION AND PAYMENT

4.1 Rate StructureCompensation for Professionals is established in each SOW and consists of:<ul><li>Professional Rate: The hourly, daily, or project-based rate paid to the Professional</li><li>Platform Fee: A small percentage applied to the Professional Rate (the "Default Platform Fee"), disclosed at contract creation</li><li>Total Bill Rate: The combined Professional Rate plus Platform Fee, payable by the Customer</li></ul>4.2 Platform FeeThe default Platform Fee is a small percentage of the Professional Rate. This fee covers:<ul><li>Professional sourcing, vetting, and placement</li><li>Account management and ongoing support</li><li>Timesheet processing and payment administration</li><li>Platform access and technology services</li><li>Compliance and legal administration</li></ul>The Platform Fee may be adjusted by written agreement between the Company and the Customer.4.3 Payment Terms All invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Payment terms apply to all fees, including Professional compensation and Platform Fees.4.4 Late Payments<ul><li>Invoices not paid within 30 days are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance</li><li>The Company may suspend placement services for accounts with invoices overdue by more than 45 days</li><li>The Customer is responsible for all costs of collection, including reasonable attorney's fees</li></ul>4.5 Rate AdjustmentsRate adjustments for existing Engagements require:<ul><li>Written agreement from both parties via SOW amendment</li><li>A minimum of thirty (30) days' notice before the effective date</li><li>Documentation of the business justification for the change</li></ul>4.6 Currency All amounts under this Agreement are stated and payable in United States Dollars (USD).

5. TIMESHEETS AND INVOICING

5.1 Timesheet SubmissionProfessionals are required to submit timesheets on a weekly basis through the Platform. Timesheets must include:<ul><li>Hours worked each day</li><li>Description of work performed</li><li>Project or task identifiers as applicable</li><li>Any overtime or special rate hours clearly identified</li></ul>5.2 Timesheet Approval The Customer is responsible for reviewing and approving timesheets within three (3) business days of submission. If a timesheet is not approved or rejected within this period, it is deemed approved.5.3 Timesheet DisputesIf the Customer disputes any hours or charges on a timesheet:<ul><li>The Customer must notify the Company within three (3) business days of submission</li><li>The undisputed portion remains due and payable on schedule</li><li>The disputed portion will be investigated and resolved within ten (10) business days</li><li>The Company will mediate any disputes between Customer and Professional</li></ul>5.4 Invoicing ScheduleThe Company generates invoices based on approved timesheets:<ul><li>Weekly invoices for active Engagements</li><li>Invoices issued within two (2) business days of timesheet approval</li><li>All invoices delivered electronically via the Platform and email</li></ul>5.5 Invoice ContentsEach invoice includes:<ul><li>Customer and Company identifying information</li><li>SOW and Engagement reference numbers</li><li>Detailed breakdown of hours and rates</li><li>Platform Fee calculation</li><li>Total amount due and payment due date</li><li>Payment instructions</li></ul>

6. CONFIDENTIALITY

6.1 Definition of Confidential Information"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential. This includes but is not limited to:<ul><li>Business plans, strategies, and financial information</li><li>Customer lists, pricing, and contract terms</li><li>Technical data, trade secrets, and proprietary processes</li><li>Employee and contractor information</li><li>Platform technology and algorithms</li><li>Marketing strategies and unpublished materials</li></ul>6.2 ObligationsThe receiving party agrees to:<ul><li>Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care</li><li>Use Confidential Information solely for the purposes of performing under this Agreement</li><li>Limit disclosure to employees and agents who have a need to know and are bound by confidentiality obligations</li><li>Not disclose Confidential Information to any third party without prior written consent</li></ul>6.3 ExclusionsConfidential Information does not include information that:<ul><li>Is or becomes publicly available through no fault of the receiving party</li><li>Was known to the receiving party prior to disclosure</li><li>Is independently developed by the receiving party without use of the disclosing party's Confidential Information</li><li>Is disclosed pursuant to a legal or regulatory requirement, provided the receiving party gives prompt written notice</li></ul>6.4 Duration Confidentiality obligations under this section survive for a period of two (2) years following the termination or expiration of this Agreement. For trade secrets, obligations continue for as long as the information remains a trade secret under applicable law.6.5 Return of Materials Upon termination or upon request, each party will promptly return or destroy all Confidential Information of the other party, except for copies retained as required by law or internal compliance policies.

7. INTELLECTUAL PROPERTY

7.1 Work Product OwnershipUnless otherwise specified in the applicable SOW:<ul><li>All work product, deliverables, inventions, and materials created by a Professional during an Engagement ("Work Product") are owned by the Customer</li><li>The Company assigns and will cause the Professional to assign all rights, title, and interest in Work Product to the Customer</li><li>The Customer grants the Company a limited, non-exclusive license to reference the Engagement in marketing materials (without disclosing Confidential Information)</li></ul>7.2 Pre-Existing Intellectual Property<ul><li>Each party retains ownership of its pre-existing intellectual property ("Pre-Existing IP")</li><li>If a Professional incorporates Pre-Existing IP into Work Product, the Professional grants the Customer a non-exclusive, perpetual, royalty-free license to use such Pre-Existing IP solely in connection with the Work Product</li><li>The Professional must disclose any Pre-Existing IP intended for inclusion in Work Product before incorporation</li></ul>7.3 Company Platform IP<ul><li>The Company retains all rights to the Automate America platform, its technology, processes, and methodologies</li><li>Nothing in this Agreement grants the Customer any rights to the Company's platform, software, or proprietary tools</li><li>Data and analytics generated by the Platform regarding Engagements remain the property of the Company</li></ul>7.4 Third-Party IP Neither party will knowingly infringe any third-party intellectual property rights in the performance of this Agreement. Each party will promptly notify the other of any actual or threatened IP infringement claim.

8. INSURANCE REQUIREMENTS

8.1 Company InsuranceThe Company maintains the following insurance coverages:<ul><li>Commercial General Liability: Minimum $1,000,000 per occurrence, $2,000,000 aggregate</li><li>Professional Liability (Errors & Omissions): Minimum $1,000,000 per claim</li><li>Workers' Compensation: As required by applicable state law</li><li>Cyber Liability: Minimum $1,000,000 per occurrence</li></ul>8.2 Professional InsuranceWhite Glove Professionals may be required to maintain:<ul><li>Professional Liability insurance appropriate to their field of expertise</li><li>Workers' Compensation coverage if required by the state in which services are performed</li><li>Additional coverage as specified in the applicable SOW</li></ul>8.3 Customer InsuranceThe Customer agrees to maintain:<ul><li>Commercial General Liability: Minimum $1,000,000 per occurrence</li><li>Workers' Compensation: As required by applicable state law for Customer's own employees</li><li>Additional coverage as may be required by the nature of the Engagement</li></ul>8.4 Certificates of Insurance Upon request, each party will provide certificates of insurance evidencing the required coverages. Each party must provide thirty (30) days' written notice of any material change in, cancellation of, or failure to renew required insurance.8.5 Additional Insured The Customer may request to be named as an additional insured on the Company's Commercial General Liability policy for specific Engagements. Such requests must be made in writing and may be subject to additional fees.

9. INDEMNIFICATION

9.1 Mutual IndemnificationEach party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:<ul><li>The Indemnifying Party's material breach of this Agreement</li><li>The Indemnifying Party's gross negligence or willful misconduct</li><li>The Indemnifying Party's violation of applicable laws or regulations</li></ul>9.2 Company IndemnificationThe Company additionally indemnifies the Customer against claims arising from:<ul><li>Misrepresentation of a Professional's qualifications or credentials</li><li>The Company's failure to properly classify Professionals for tax purposes</li><li>Intellectual property infringement in the Company's platform or tools</li></ul>9.3 Customer IndemnificationThe Customer additionally indemnifies the Company against claims arising from:<ul><li>The Customer's workplace conditions or safety violations</li><li>The Customer's direction of Professional activities outside the scope of the SOW</li><li>Misuse of Work Product or Confidential Information by the Customer</li></ul>9.4 Limitation of Liability<ul><li>NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, regardless of the cause of action or theory of liability</li><li>The Company's total aggregate liability under this Agreement shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim</li><li>This limitation does not apply to breaches of confidentiality, intellectual property infringement, or indemnification obligations</li></ul>9.5 Indemnification ProceduresThe Indemnified Party must:<ul><li>Promptly notify the Indemnifying Party in writing of any claim</li><li>Provide reasonable cooperation in the defense of the claim</li><li>Allow the Indemnifying Party to control the defense and settlement of the claim</li></ul>

10. INDEPENDENT CONTRACTOR STATUS

10.1 Contractor ClassificationProfessionals placed through the White Glove Service are independent contractors (1099), not employees of the Company or the Customer. Nothing in this Agreement creates an employer-employee relationship between:<ul><li>The Customer and the Professional</li><li>The Customer and the Company</li><li>The Company's employees and the Customer</li></ul>10.2 Tax Obligations<ul><li>The Company is responsible for issuing IRS Form 1099 to Professionals for compensation paid</li><li>Professionals are solely responsible for paying their own federal, state, and local income taxes, self-employment taxes, and any other applicable taxes</li><li>The Customer is not responsible for withholding taxes, Social Security contributions, or unemployment insurance for Professionals</li></ul>10.3 Benefits DisclaimerProfessionals placed under this Agreement are NOT entitled to:<ul><li>Health insurance, dental, vision, or other benefits from the Customer or the Company</li><li>Paid time off, sick leave, or holiday pay</li><li>Retirement benefits or 401(k) contributions</li><li>Workers' compensation from the Customer (unless specifically required by applicable state law)</li><li>Unemployment insurance benefits from the Customer</li></ul>10.4 Direction and ControlWhile the Customer may specify the desired outcomes and deliverables, the Professional retains control over the manner and means by which the work is performed. The Customer should not:<ul><li>Set the Professional's working hours (beyond general availability requirements)</li><li>Provide tools, equipment, or workspace (unless specified in the SOW)</li><li>Require the Professional to work exclusively for the Customer</li><li>Supervise the Professional as if they were a direct employee</li></ul>10.5 Customer Acknowledgment By entering into this Agreement, the Customer acknowledges and agrees to the independent contractor classification of all Professionals and assumes responsibility for compliance with applicable co-employment and worker classification laws.

11. NON-SOLICITATION

11.1 Non-Solicitation of ProfessionalsDuring the term of this Agreement and for a period of twelve (12) months following the last date of any Engagement, the Customer agrees not to, directly or indirectly:<ul><li>Solicit, recruit, or hire any Professional who has been presented to or placed with the Customer through the Company</li><li>Encourage any Professional to terminate their relationship with the Company</li><li>Engage any Professional for services outside of the Company's platform without the Company's prior written consent</li></ul>11.2 Non-Solicitation of CustomersDuring the term of this Agreement and for a period of twelve (12) months following termination, Professionals agree not to, directly or indirectly:<ul><li>Solicit or provide services directly to the Customer outside of the Company's platform</li><li>Encourage the Customer to circumvent the Company's placement services</li><li>Use information obtained through the Company to compete with the Company</li></ul>11.3 Conversion FeeIf the Customer hires a Professional directly (bypassing the Company) during the non-solicitation period:<ul><li>The Customer agrees to pay a conversion fee equal to 25% of the Professional's anticipated first-year compensation</li><li>The conversion fee is due within thirty (30) days of the Professional's direct hire start date</li><li>This fee acknowledges the Company's investment in sourcing, vetting, and placing the Professional</li></ul>11.4 ExceptionsThe non-solicitation restrictions do not apply if:<ul><li>The Professional independently responds to a general public job posting not specifically targeted at them</li><li>The Company provides prior written consent to the direct engagement</li><li>The Customer pays the applicable conversion fee</li></ul>11.5 Enforcement The parties acknowledge that a breach of this section would cause irreparable harm for which monetary damages alone would be an inadequate remedy. The non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

12. DISPUTE RESOLUTION

12.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws provisions.12.2 Informal Resolution Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate the informal resolution process by providing written notice describing the dispute. The parties shall have thirty (30) days from receipt of notice to resolve the dispute informally.12.3 Mediation If informal resolution fails, the parties agree to submit the dispute to mediation before a mutually agreed-upon mediator in Greenville, South Carolina. Mediation costs shall be shared equally. The mediation process shall be completed within sixty (60) days of the mediator's appointment.12.4 Binding Arbitration If mediation fails to resolve the dispute, the parties agree to submit the dispute to binding arbitration conducted in Greenville County, South Carolina in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.12.5 Exceptions to ArbitrationThe following matters are exempt from mandatory arbitration and may be brought directly before a court of competent jurisdiction:<ul><li>Actions seeking injunctive or equitable relief</li><li>Disputes involving intellectual property rights</li><li>Collection actions for undisputed amounts</li><li>Claims that cannot legally be subject to mandatory arbitration</li></ul>12.6 Venue For any court proceedings permitted under this Agreement, the parties consent to exclusive jurisdiction and venue in Greenville County, State of South Carolina.12.7 Attorneys' Fees In any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party.

13. AMENDMENTS AND WAIVERS

13.1 Amendments This Agreement may only be amended or modified by a written instrument signed by authorized representatives of both parties. No oral agreement, course of dealing, or trade usage shall modify or supplement the terms of this Agreement.13.2 No Implied Waivers The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it at a later time. A waiver of any breach shall not constitute a waiver of any subsequent breach.13.3 Severability If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.13.4 Entire Agreement This Agreement, together with all Statements of Work and any written amendments, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, representations, and understandings.13.5 Assignment Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.13.6 NoticesAll notices required under this Agreement shall be in writing and delivered to the addresses provided by each party. Notices may be delivered via:<ul><li>Email to the designated contact</li><li>Platform messaging system</li><li>Certified mail or recognized overnight courier</li></ul>13.7 Force Majeure Neither party shall be liable for failure to perform obligations due to events beyond its reasonable control, including natural disasters, government actions, pandemics, or other force majeure events. The affected party must provide prompt written notice and use reasonable efforts to mitigate the impact.

14. ACKNOWLEDGMENT

14.1 Electronic Acceptance By accepting this Agreement through the Automate America platform, the Customer agrees that their electronic acceptance constitutes a legally binding signature equivalent to a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).14.2 Authority to Bind The individual accepting this Agreement represents and warrants that they have the authority to bind the Customer entity to the terms of this Agreement.14.3 Effective Date This Agreement becomes effective on the date of electronic acceptance by the Customer.14.4 Contact Information For questions regarding this Agreement, contact:Automate America, Inc. PO Box 1638 Greer, SC 29652 Phone: (586) 770-8083 Email: legal@automateamerica.com14.5 Copies A copy of this Agreement is available for download and printing through the Automate America platform at any time. The Customer is encouraged to retain a copy for their records.

Acknowledgment

By using the White Glove staffing services provided by Automate America, Inc. through the Automate America platform, you acknowledge that:<ul><li>You have read and understand all terms of this Master Service Agreement</li><li>You agree to the independent contractor (1099) classification of all placed Professionals</li><li>You agree to the Platform Fee structure, payment terms (Net 30), and late payment provisions</li><li>You agree to the non-solicitation restrictions and conversion fee terms</li><li>You agree to the confidentiality obligations and intellectual property provisions</li><li>You agree to binding arbitration in Greenville, South Carolina for dispute resolution</li><li>You understand that this Agreement, together with any Statements of Work, constitutes the complete agreement between the parties</li></ul>Violation of this Agreement may result in suspension of services, termination of active Engagements, and/or legal action.