Supplier Services Agreement

• You are never an employee of Automate America — whether you supply services as an independent professional, through your own company, or as a service partner's employee (§2.0, §2.1).
• Automate America pays you for approved hours and approved expenses on the net terms the Customer set for the Contract (§5.4).
• No platform fee is taken from your pay (§6.1).
• If a certificate of insurance meeting the Contract's requirements is not on file by the Contract's start date, the uninsured-professional surcharge applies to your invoices on that Contract (§7.2(b)).
• If you are removed from a project you are paid only for hours and expenses the Customer has approved; if you leave early, payment for outstanding hours is not guaranteed (§12.6).
• South Carolina law governs this Agreement; disputes are resolved under Article 13 (§14.1).

PLATFORM OPERATOR:
Automate America, Inc., a South Carolina corporation
PO BOX 1638, Greer, SC 29652
("Automate America" or "Company")

PROFESSIONAL:
[Name of the Professional or Supplier, as recorded at acceptance]
[Address, as recorded at acceptance]
("Professional" or "Supplier")

WHEREAS, Automate America operates FEED, an online marketplace platform that connects skilled professionals with customers seeking their services;

WHEREAS, Professional desires to access the Platform to offer services to customers;

WHEREAS, Automate America desires to provide Professional with access to the Platform;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1.1 "Applicable Laws" means all federal, state, and local laws, regulations, and ordinances applicable to the services Professional provides.

1.2 "Confidential Information" means non-public information disclosed by either party.

1.3 "Contract" means an individual engagement between Professional and a Customer facilitated through the Platform.

1.4 "Customer" means any individual or entity that engages Professional through the Platform.

1.5 "Effective Date" means the date Professional accepts this Agreement.

1.6 "Platform" means the FEED marketplace at https://automateamerica.com.

1.7 "Services" means the skilled labor services Professional provides to Customers.

1.8 "Standard Contract" means an engagement where payment is handled directly between Customer and Professional.

1.9 "White Glove Contract" means an engagement where Automate America facilitates payment processing and administrative services.

1.10 "Work Product" means all deliverables created by Professional for a Customer.

2.0 Who the Supplier Is — The Three Kinds

The Supplier is one of:

(a) An independent professional, who supplies services to Automate America as an independent contractor;

(b) An independent professional's own company, which is the Supplier and contracts with Automate America; or

(c) A service partner — a company that employs its own people and applies them to Contracts — which is the Supplier for its employees. A service partner's employee is an employee of the service partner, never of Automate America.

Whatever the kind, no one who performs services under this Agreement is an employee of Automate America.

2.1 No One Is an Employee of Automate America

NO ONE WHO PERFORMS SERVICES UNDER THIS AGREEMENT IS AN EMPLOYEE OF AUTOMATE AMERICA.

Professional acknowledges and agrees that:

(a) No Employment Relationship: This Agreement does not create an employment relationship between Automate America and the Supplier, the Supplier's owners, or anyone the Supplier employs or engages. Automate America provides none of them employee benefits, does not withhold taxes from their pay, and does not provide workers' compensation for them.

(b) Independent Business: Professional operates an independent business providing skilled labor services to multiple clients.

(c) No Control: Automate America does not control the manner, method, or means by which Professional performs services for Customers.

(d) No Exclusivity: Professional may work for other companies, platforms, or clients. Automate America does not require exclusive service.

2.2 Professional's Independent Business

Professional represents that Professional:

(a) Has or will obtain all necessary business licenses and permits;
(b) May perform services for other clients and platforms;
(c) Sets their own schedule (subject to Customer requirements);
(d) May accept or decline any Contract;
(e) May hire subcontractors (subject to Customer approval);
(f) Provides own tools and equipment (unless Customer provides);
(g) Controls the manner and means of performing services.

2.2A Service Partners

Where the Supplier is a service partner, the service partner represents, warrants and covenants that:

(a) Each person the service partner applies to a Contract is its bona fide employee under applicable employment law;

(b) The service partner is the employer of record for those employees and is responsible for every part of the employment relationship, including wages, withholding and remittance of taxes, W-2 reporting, benefits (if any), workers' compensation coverage, verification of work eligibility (I-9), and hiring, discipline and termination;

(c) Automate America has no employment relationship with any employee of the service partner and is not their employer, joint employer or co-employer; and

(d) The service partner's employees are not parties to, and are not third-party beneficiaries of, this Agreement.

2.3 No Benefits

Professional acknowledges that Automate America does NOT provide:

• Health insurance
• Retirement benefits
• Vacation or sick leave
• Workers' compensation
• Unemployment insurance
• Any other employee benefits

2.4 Tax Responsibilities

Professional is solely responsible for:

(a) Payment of all federal, state, and local income taxes;
(b) Payment of self-employment taxes (Social Security, Medicare);
(c) Payment of state and local business taxes;
(d) Quarterly estimated tax payments;
(e) Filing all required tax returns;
(f) Maintaining records for tax purposes.

2.5 1099 Reporting

For an independent professional (kind (a) in Section 2.0), Automate America will issue IRS Form 1099-NEC for payments of $600 or more in a calendar year. Professional must provide valid tax identification (SSN or EIN).

2.6 ABC Test Acknowledgment (IRS/DOL/State Compliance)

Professional acknowledges understanding that federal and state agencies, including California, Massachusetts, New Jersey, Illinois, and others, may apply the "ABC Test" to determine worker classification:

(A) Control Prong: Professional is FREE from control and direction by Automate America in the performance of services, both under this Agreement and in actual practice.

(B) Outside Business Prong: Professional performs work OUTSIDE Automate America's usual course of business. Automate America is a TECHNOLOGY MARKETPLACE PLATFORM that facilitates connections between Professionals and Customers. Automate America does NOT perform automation, engineering, or skilled labor services.

(C) Independent Business Prong: Professional IS customarily engaged in an independently established trade, occupation, or business of the same nature as the services performed.

Professional represents and warrants that Professional satisfies ALL THREE prongs of the ABC Test.

2.7 Who Professional Supplies Services To

On a White Glove Contract, Professional supplies services to Automate America, not to the Customer as its employee. On a Standard Contract, Professional contracts with the Customer directly; Automate America is not a party to that contract and makes no determination about it.

Professional should seek independent legal counsel regarding classification matters.

2.8 IRS 20-Factor Test Acknowledgment

Professional acknowledges that under the IRS 20-Factor Test for independent contractors, Professional:

(a) Is NOT instructed by Automate America on how to perform work;
(b) Receives NO training from Automate America on work methods;
(c) Is NOT integrated into Automate America's business operations;
(d) May hire assistants or subcontractors;
(e) Has a PROJECT-BASED, not continuing, relationship;
(f) Sets their own work hours;
(g) Has NO full-time requirement;
(h) Chooses their own work location;
(i) Determines the order and sequence of their work;
(j) Submits timesheets for BILLING only, not supervision;
(k) Is paid per Contract, not salary;
(l) Pays their own business expenses;
(m) Provides their own tools and equipment;
(n) Has made SIGNIFICANT INVESTMENT in their business;
(o) Can realize PROFIT OR LOSS based on business decisions;
(p) May work for MULTIPLE firms simultaneously;
(q) Makes services available to the general PUBLIC;
(r) May be terminated only for CONTRACT BREACH, not at-will;
(s) Can terminate Contracts per the Contract terms;
(t) Operates an INDEPENDENT BUSINESS.

2.9 Indemnification for Classification Claims

Professional agrees to INDEMNIFY, DEFEND, and HOLD HARMLESS Automate America and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including attorneys' fees) arising from:

(a) Any claim that Professional is an employee of Automate America;
(b) Any tax assessments related to Professional's classification;
(c) Any government audit related to Professional's classification;
(d) Any back wages, benefits, or penalties claimed;
(e) Any workers' compensation or unemployment claims;
(f) Any class action or collective action related to classification.

This indemnification survives termination of this Agreement INDEFINITELY.

3.1 License

Automate America grants Professional a non-exclusive, non-transferable right to access and use the Platform for the purpose of:

• Creating and maintaining a profile
• Searching for and applying to Contracts
• Communicating with Customers
• Submitting timesheets (White Glove Contracts)
• Receiving payments (White Glove Contracts)

3.2 Profile

Professional shall create a profile with accurate information including:

• First name (last name kept private)
• Professional skills and qualifications
• Work experience
• Education and certifications
• Location (city/state)

3.3 Profile Accuracy

Professional shall keep profile information current and accurate. Misrepresentation is grounds for termination.

3.4 Platform Rules

Professional agrees to comply with:

• These Terms
• The Site User Agreement (which carries the Terms of Service and the Privacy Notice)
• Acceptable Use Policy
• Customer requirements for specific Contracts

4.1 Contract Formation

When Professional accepts a Contract:

• White Glove Contract: Professional's contract for the engagement is this Agreement with Automate America; the Customer directs the scope, schedule, deliverables and site rules only
• Standard Contract: a direct agreement is formed between Professional and Customer, and Automate America is NOT a party to that agreement
• In either case, Professional agrees to perform services as specified

4.2 Service Standards

Professional agrees to:

• Perform services professionally and competently
• Meet deadlines and requirements specified in Contracts
• Communicate promptly with Customers
• Comply with Customer's reasonable instructions regarding work
• Maintain confidentiality of Customer information

4.3 Customer Direction

While Automate America does not control Professional's work, Professional acknowledges that:

• On a White Glove Contract, the Customer directs the scope, schedule, deliverables and site rules of the engagement only
• On a Standard Contract, the Customer may direct when, where, and how work is performed
• Customer direction does not create an employment relationship with Automate America

4.4 No Guarantee of Work

Automate America does not guarantee:

• Any minimum amount of work
• Availability of Contracts
• Acceptance of applications
• Continued engagement by any Customer

5.1 Scope

For White Glove Contracts:

• Professional submits timesheets through the Platform
• Customer approves timesheets
• Automate America invoices Customer
• Automate America processes payment to Professional

5.2 Payment by Automate America

Automate America pays Professional for approved hours and approved expenses on the net terms the Customer set for the Contract.

5.3 Timesheet Submission

Professional shall:

• Submit accurate timesheets weekly (or as required)
• Include only hours actually worked
• Describe work performed
• Submit by designated deadlines

5.4 Payment Terms

• Payment is processed after Customer approval
• Payment follows the net terms the Customer set for the Contract
• Payment via direct deposit to Professional's bank account

5.5 Disputed Timesheets

If Customer disputes a timesheet:

• Automate America will notify Professional
• Disputed amounts may be withheld
• Parties should resolve directly
• Automate America is not responsible for disputes between Professional and Customer

6.1 No Fees to Professional

Professional agrees that:

• No platform fee is deducted from Professional's pay on any Contract
• Professional is paid the rate on the Contract for approved hours and approved expenses, on the net terms the Customer set for the Contract
• The uninsured-professional surcharge in Section 7.2(b) is not a platform fee; it applies only as that Section states

6.2 Rate Setting

Professional sets their own rates, subject to:

• Minimum rates (if any) required by law
• Customer acceptance
• Market conditions

6.3 Payment Information

Professional must maintain accurate bank account information for direct deposit. Automate America is not responsible for payments sent to incorrect accounts provided by Professional.

6.4 No Minimum Payment

Professional acknowledges that compensation depends entirely on:

• Contracts accepted
• Hours worked
• Customer approval
• There is no minimum payment or guaranteed income

7.1 Compliance with Laws

Professional shall comply with all applicable laws, including:

• Business licensing requirements
• Professional licensing requirements
• Tax laws
• Safety regulations
• Non-discrimination laws

7.2 Insurance

(a) Professional shall maintain appropriate insurance, including:

• General liability insurance (recommended minimum: $1,000,000)
• Professional liability/E&O insurance (if applicable)
• Workers' compensation (if employing others)
• Auto insurance (if using vehicle for work)

(b) Uninsured-professional surcharge (White Glove Contracts). If a certificate of insurance meeting the Contract's requirements is not on file with Automate America by the Contract's start date, an uninsured-professional surcharge applies to Professional's invoices on that Contract for every hour worked, travel included, for as long as no qualifying certificate is on file. The rate is the one shown to Professional in the insurance notice when applying and on each invoice line. A certificate submitted on or before the start date suspends the surcharge while Automate America reviews it.

7.3 Licenses and Certifications

Professional shall:

• Obtain and maintain all required licenses
• Keep certifications current
• Provide proof upon request
• Not misrepresent qualifications

7.4 Background Checks

Professional consents to:

• Background checks as required by Customers or Automate America
• Verification of credentials
• Drug testing if required by Contract

7.5 Confidentiality

Professional shall:

• Protect Customer confidential information
• Not use information for unauthorized purposes
• Return materials upon Contract completion
• Comply with NDAs required by Customers

7.6 Work Product

Unless otherwise agreed with Customer:

• Work Product created for Customer belongs to Customer
• Professional retains no rights to Work Product
• Professional may retain general knowledge and skills gained

8.1 Professional Representations

Professional represents and warrants that:

(a) Professional has the legal capacity to enter this Agreement;
(b) Professional's information is accurate and complete;
(c) Professional has the skills and qualifications claimed;
(d) Professional holds all necessary licenses and certifications;
(e) Professional is authorized to work in the United States;
(f) Professional will perform services competently;
(g) Professional operates an independent business;
(h) Professional is not engaged in any illegal activity;
(i) Professional will comply with all applicable laws.

8.2 No Warranties by Automate America

AUTOMATE AMERICA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Platform availability or reliability
• Availability of Contracts
• Customer payment
• Fitness for a particular purpose
• Merchantability

9.1 Cap on Liability

AUTOMATE AMERICA'S TOTAL LIABILITY TO PROFESSIONAL SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

9.2 Exclusion of Damages

AUTOMATE AMERICA SHALL NOT BE LIABLE FOR:

• Lost income or profits
• Consequential or indirect damages
• Customer non-payment (White Glove: only after Automate America receives payment)
• Customer conduct
• Platform unavailability
• Termination damages
• Any damages beyond the $100 cap

9.3 Professional Assumes Risk

Professional assumes all risk related to:

• Services performed for Customers
• Customer relationships
• Work conditions at Customer sites
• Travel to and from work locations
• Tools and equipment

10.1 Professional Indemnification

Professional shall indemnify, defend, and hold harmless Automate America and its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including attorneys' fees) arising from:

(a) Professional's services to Customers;
(b) Professional's breach of this Agreement;
(c) Professional's violation of any law;
(d) Claims by Customers related to Professional's work;
(e) Claims by third parties injured by Professional;
(f) Professional's misrepresentations;
(g) Tax claims related to Professional's income;
(h) Any claim that Professional is Automate America's employee.

10.2 Defense

Automate America may assume defense of any claim. Professional shall cooperate.

10.3 Survival

This indemnification survives termination indefinitely.

11.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including but not limited to:

• Customer information obtained through the Platform
• Other Professional information
• Platform technology, processes, and source code
• Fee structures, rates, and pricing
• Business plans, strategies, and financial information
• Technical specifications, APIs, and security protocols

11.2 Obligations

Professional (as "Receiving Party") agrees to:

• Hold Confidential Information in strict confidence
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care
• Not reverse engineer, disassemble, or decompile any Confidential Information

11.3 Customer Confidentiality

Professional shall protect Customer confidential information as required by Customer agreements and this Article.

11.4 Exclusions

Confidentiality does not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was known before disclosure, as evidenced by written records
• Is rightfully received from a third party without restriction
• Is independently developed without use of Confidential Information
• Is required by law (subject to Section 11.5)

11.5 Compelled Disclosure

If compelled by law to disclose Confidential Information, Professional shall:

• Provide prompt written notice to Automate America (to the extent legally permitted)
• Cooperate with efforts to obtain a protective order
• Disclose only that portion legally required

11.6 Return or Destruction

Upon termination or request, Professional shall promptly:

• Return all Confidential Information and copies, OR
• Destroy all Confidential Information and certify destruction in writing

11.7 Remedies

The parties acknowledge that breach may cause irreparable harm. Automate America shall be entitled to seek injunctive relief without posting a bond, in addition to any other remedies.

11.8 Survival

Confidentiality obligations survive for 5 years after termination or disclosure, whichever is later.

12.1 Term

This Agreement begins on the Effective Date and continues until terminated.

12.2 Termination by Professional

Professional may terminate at any time by deactivating their account.

12.3 Termination by Automate America

Automate America may terminate at any time, with or without cause, with or without notice.

12.4 Effect of Termination

Upon termination:

• Platform access ceases
• Pending payments will be processed, subject to Section 12.6
• Existing Contracts may continue to completion or be cancelled
• Indemnification and confidentiality survive

12.5 No Termination Benefits

Professional is not entitled to any severance, notice pay, or other termination benefits from Automate America.

12.6 Early Departure, Removal, and Project Closure

(Added 2026-07-03 — Tony-approved wording, S1-A. Legal-reviewed + approved by Doug 2026-07-07, LEG-01 / B14 / #447; same verbatim terms shipped into the operative per-contract White Glove SSA at feed-api/services/ssa-msa-document-service.cjs §11.1, SSA-v1.1.)

(a) If the Professional voluntarily leaves or abandons a project before the Customer closes the project, payment for outstanding hours and expenses is NOT guaranteed and may be withheld, reduced, delayed, or canceled, except where payment is required by applicable law.

(b) If the Professional is removed from a project by the Customer or by Automate America for any reason, the Professional will be paid ONLY for hours and expenses the Customer has approved as of the removal date.

(c) If the Professional leaves a project for any reason before the Customer closes the project, any pending payments may be delayed or canceled pending the Customer's review and approval of submitted hours and expenses.

13.1 Informal Resolution

Before formal proceedings, parties shall attempt good faith resolution for 30 days.

13.2 Arbitration

Disputes shall be resolved by binding arbitration under JAMS Comprehensive Arbitration Rules.

13.3 Class Action Waiver

PROFESSIONAL WAIVES ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR COLLECTIVE PROCEEDINGS AGAINST AUTOMATE AMERICA.

13.4 Individual Claims Only

All disputes must be brought individually, not as a plaintiff or class member in any class or representative proceeding.

13.5 Opt-Out Right

Professional may opt out of arbitration by notifying legal@automateamerica.com within 30 days of accepting this Agreement. Class action waiver still applies.

13.6 Customer Disputes

Disputes between Professional and Customers are NOT covered by this arbitration agreement. Such disputes are between Professional and Customer.

14.1 Governing Law

This Agreement is governed by the laws of the State of South Carolina without regard to conflict of laws.

14.2 Entire Agreement

This Agreement, with the Site User Agreement (which carries the Terms of Service and the Privacy Notice), is the entire agreement.

14.3 Amendments

Automate America may amend this Agreement with 30 days' notice. Continued use constitutes acceptance.

14.4 Severability

If any provision is unenforceable, the remainder continues in effect.

14.5 Waiver

No waiver is effective unless in writing.

14.6 Assignment

Professional may not assign. Automate America may assign freely.

14.7 Force Majeure

Neither party is liable for failure due to circumstances beyond reasonable control.

14.8 Notices

Notices to Professional: Registered email address.
Notices to Automate America: legal@automateamerica.com

14.9 Independent Contractors

The parties are independent contractors. No employment, partnership, or agency is created.

14.10 Third-Party Beneficiaries

There are no third-party beneficiaries except as provided for Customers.

15.1 Understanding of Agreement

By accepting this Agreement, Professional acknowledges:

(a) Independent Contractor: Professional understands and agrees that they are an independent contractor, not an employee of Automate America;

(b) No Benefits: Professional understands they are not entitled to employment benefits;

(c) Tax Responsibility: Professional understands they are responsible for their own taxes;

(d) No Guaranteed Work: Professional understands Automate America does not guarantee any work;

(e) Legal Advice: Professional has had the opportunity to seek legal advice;

(f) Voluntary Agreement: Professional enters this Agreement voluntarily.

15.2 Certification

PROFESSIONAL CERTIFIES THAT:

• I am at least 18 years of age
• I am authorized to work in the United States
• I am operating or will operate an independent business
• The information I have provided is accurate
• I have read and understand this Agreement

By clicking "I Accept" or by using the Platform, Professional agrees to all terms of this Agreement.

Date of Acceptance: [Electronic timestamp]

Professional Name: [as recorded at acceptance]

Email: [Registered email]

Professional must provide:

• Legal name
• Address
• Tax Identification Number (SSN or EIN)
• W-9 form

Tax forms (1099-NEC) will be issued for payments of $600 or more.

Professional sets their own rates. Suggested market rates are provided for guidance only. Automate America does not set or control rates.

White Glove Engagement — Contract [number]

1. PARTIES. This Schedule 1 is part of the Automate America Supplier Services Agreement ("Agreement") and applies it to the White Glove engagement for Contract [number], between Automate America, Inc., a South Carolina corporation, PO BOX 1638, Greer, SC 29652 ("Company," "Automate America," "we"), and the Supplier identified in the Parties block below ("Professional," "Supplier," "you"). It supplements, and is governed by, the Agreement and the Automate America Site User Agreement, both incorporated by reference.

2. ENGAGEMENT. Company engages Professional to perform the services described in this Agreement's Engagement Details for the White Glove contract identified above. The full scope, schedule, location, and deliverables are set out in the Engagement Details section, which forms part of this Agreement. Professional shall perform the services in a professional and workmanlike manner consistent with applicable industry standards.

3. WHO THE SUPPLIER IS — NO ONE IS AN EMPLOYEE OF AUTOMATE AMERICA. The Supplier is (a) an independent professional, who supplies the services to Company as an independent contractor and is responsible for their own federal, state, and local income and self-employment taxes; (b) an independent professional's own company, which is the Supplier and contracts with Company; or (c) a service partner, which is the Supplier for its employees, applies its own employees to this engagement and is their employer. Whatever the kind, no one who performs the services is an employee of Company or of the end customer. Company does not control the manner or means by which the services are performed, except as to scope, schedule, deliverables, and site rules defined in this Agreement and by the end customer. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

4. COMPENSATION. Company shall pay Professional the Professional Pay Rate and any applicable overtime, premium, per-diem, and reimbursable amounts set out in the Compensation section of this Agreement, for hours and expenses approved through the FEED timesheet and expense workflow. Company pays Professional on the net terms stated in the Engagement Details. The rates and commercial terms between Company and the end customer are confidential and are not disclosed in this Agreement.

5. WHITE GLOVE MANAGED MODEL. This is a White Glove engagement. Company acts as the contracting intermediary: Company manages invoicing to the end customer, payment to Professional, compliance documentation and tax reporting, timesheet and expense approval, and dispute mediation. Professional invoices and is paid by Company — not by the end customer directly.

6. CONFIDENTIALITY. Professional shall hold in confidence all non-public information disclosed in connection with this engagement, including the identity of the end customer, the end customer's facilities and operations, Company's commercial and rate terms, and any information marked or reasonably understood to be confidential. These obligations survive completion or termination of this engagement for three (3) years. Standard carve-outs apply.

7. WORK PRODUCT & INTELLECTUAL PROPERTY. All work product created by Professional in performing the services is "work made for hire" and is the property of the end customer (or Company, as the Engagement Details specify), excluding Professional's pre-existing materials and general skills and know-how. Professional assigns all right, title, and interest in such work product accordingly.

8. INSURANCE. Supplier carries its own insurance as Section 7.2 of the Agreement requires; Company does not insure Supplier or anyone Supplier employs or engages. Section 7.2(b) of the Agreement (the uninsured-professional surcharge) applies to this engagement. Professional shall comply with all site safety requirements of the end customer's facility.

9. PROFESSIONAL CONDUCT & QUALIFICATIONS. Professional represents that they hold the licenses, certifications, and qualifications represented in their FEED profile and required for this engagement, and that such representations remain accurate for the duration of the engagement. Professional shall comply with all applicable laws and the lawful site rules of the end customer.

10. NON-SOLICITATION / NON-CIRCUMVENTION. During the engagement and for twelve (12) months after, Professional shall not circumvent Company to contract directly with the end customer introduced through this engagement for the same or substantially similar services without Company's written consent. This protects Company's role as the contracting intermediary and does not restrict Professional's general right to work.

11. TERM & TERMINATION. This Agreement is effective on Professional's acceptance and continues until the engagement is completed or terminated. Either party may terminate on the notice stated in the Engagement Details, or immediately for uncured material breach. Company shall pay Professional for all approved services performed through the effective date of termination. Sections 6, 7, 10, 12, and 13 survive termination.

11.1 EARLY DEPARTURE, REMOVAL, AND PROJECT CLOSURE. The following payment terms qualify Section 11 and control on early departure, removal, or project closure:

(a) If the Professional voluntarily leaves or abandons a project before the Customer closes the project, payment for outstanding hours and expenses is NOT guaranteed and may be withheld, reduced, delayed, or canceled, except where payment is required by applicable law.

(b) If the Professional is removed from a project by the Customer or by Automate America for any reason, the Professional will be paid ONLY for hours and expenses the Customer has approved as of the removal date.

(c) If the Professional leaves a project for any reason before the Customer closes the project, any pending payments may be delayed or canceled pending the Customer's review and approval of submitted hours and expenses.

12. LIMITATION OF LIABILITY. Article 9 of this Agreement applies.

13. GOVERNING LAW & DISPUTES. Articles 13 and 14 of this Agreement apply.

14. ELECTRONIC ACCEPTANCE (E-SIGN / UETA). Professional agrees that accepting this Agreement electronically — by checking the acceptance boxes and clicking the accept control — constitutes Professional's legally binding electronic signature under the federal ESIGN Act (15 U.S.C. §7001 et seq.) and the Uniform Electronic Transactions Act, with the same force and effect as a handwritten signature. Professional confirms they are able to access and retain this Agreement in electronic form. A copy is retained in Professional's FEED work dashboard and profile and may be downloaded or printed at any time.

15. ENTIRE AGREEMENT. This Agreement, together with the Site User Agreement and the Engagement Details, is the entire agreement between the parties regarding this engagement and supersedes prior understandings regarding it.

Questions: legal@automateamerica.com · 586-770-8083 · Automate America, Inc., PO BOX 1638, Greer, SC 29652 — A South Carolina Corporation.