MASTER AGREEMENT

MASTER AGREEMENT

This Master Agreement (this “Agreement”), dated effective as of the _____ day of ___________________, 2021 (the “Effective Date”), is by and between FastIO, Inc. doing business as Scope Creep, a Delaware corporation (“Scope Creep”), and {CUSTOMER}, a [STATE OF ORGANIZATION AND ENTITY TYPE] (“Customer” and together with Scope Creep, the “Parties”, and each a “Party”).

RECITALS

WHEREAS, Scope Creep has the capability and capacity to provide certain technology and consulting services through subcontracting relationships; and

WHEREAS, Customer desires to retain Scope Creep to provide said services, and Scope Creep is willing to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Scope Creep and Customer agree as follows:

AGREEMENT

Services.

Scope Creep shall provide the services (the “Services”) to Customer set out in one or more statements of work to be signed by Customer and Scope Creep (each, a “Statement of Work”). Additional Statements of Work shall be deemed issued and accepted only if signed by an authorized representative of each Party.

Each Statement of Work shall include the following information, if applicable:

a detailed description of the Services to be performed pursuant to the Statement of Work;

the date upon which the Services will commence and the term of such Statement of Work;

the fees to be paid to Scope Creep under the Statement of Work;

a project implementation plan, including a timetable;

any criteria for completion of the Services;

procedures for the testing and acceptance of the Services and all documents and other materials that are delivered to Customer or prepared by or on behalf of Scope Creep in the course of performing the Services (the “Deliverables”) by Customer;

the event or task described in a Statement of Work which shall be completed by the relevant date set forth in the Statement of Work (each, a “Project Milestone”) and payment schedules; and

any other terms and conditions agreed upon by the Parties in connection with the Services to be performed pursuant to such Statement of Work.

Fees and Expenses; Payment Terms.

In consideration of the provision of the Services by Scope Creep and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the Statement of Work in addition to the Service Fee. The Service Fee is:
1. Added to the cost of the subcontractor’s services on each invoice.
2. Calculated as a percentage of total Time and Materials or Fixed Price billings.
3. Amounts to 10% on all Statement of Works dated from the first year after the initial term of this agreement and 5% on all Statement of Works thereafter.
Unless otherwise provided in a Statement of Work, said fee shall be payable within thirty (30) days of receipt by Customer of an invoice from Scope Creep. All payments hereunder shall be in US dollars and made by check or wire transfer.

Customer shall reimburse Scope Creep for all expenses, including travel and out-of-pocket expenses incurred in accordance with the Statement of Work within thirty (30) days of receipt by Customer of an invoice from Scope Creep.

Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

Except for invoiced payments that Customer has successfully disputed, all late payments shall bear interest at the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Scope Creep for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Scope Creep does not waive by the exercise of any rights hereunder), Scope Creep shall be entitled to suspend the provision of any Services if Customer fails to pay any amounts or fees when due hereunder.

Customer shall pay all amounts due under this Agreement and any Statement of Work without refund, setoff, deduction, recoupment, or withholding of any kind for amounts paid, owed, or payable to Scope Creep, whether under this Agreement, applicable law, or otherwise and whether relating to Scope Creep’s breach, bankruptcy, or otherwise.

Customer Obligations. Customer shall:

Provide such access to Customer’s remote computing facilities as may be requested by Scope Creep for purposes of performing the Services, including, without limitation, providing access to Customer’s virtual desktops, data sources, systems, tools, employees, contractors, and equipment as required to enable Scope Creep to provide the Services.

Cooperate with Scope Creep in all matters relating to the Services and appoint a Customer employee to serve as the primary contact with respect to each Statement of Work and who will have the authority to act on behalf of Customer with respect to matters pertaining to this Agreement and each Statement of Work.

Provide such other information as Scope Creep may request in order to carry out the Services in a timely manner, and ensure that it is complete and accurate in all material respects.

Ensure that all Customer software and equipment are in good working order and suitable for the purposes for which it is used and conforms to all relevant legal or industry standards or requirements.

Take all steps necessary to prevent Customer-caused delays in Scope Creep’s provision of the Services, including, without limitation, complying with all applicable law in relation to the Services and the use of Customer materials and equipment.

Scope Creep Obligations. Scope Creep shall designate employees or contractors that it determines, in consultation with Customer, to be capable of performing the Services as set out in each Statement of Work. If Scope Creep’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, or its agents, subcontractors, consultants, or employees, Scope Creep shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Delivery and Acceptance. All Services and Deliverables, as applicable, shall be deemed accepted upon delivery unless otherwise specified in an applicable Statement of Work or in accordance with the schedules to this Agreement.

Change Orders. If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing. Scope Creep shall, within a reasonable time after receiving a Customer-initiated request, or at the same time that Scope Creep initiates such a request, provide a written estimate to Customer of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; and (c) any other information reasonably requested by the Customer. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change in a form substantially similar to that attached to this Agreement as Exhibit A (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. Scope Creep may, in consultation with Customer, change any aspect of the Services or their performance on written notice to Customer, provided that no such change materially reduces or otherwise has a material adverse effect on Customer’s rights under this Agreement.

Non–Circumvention. Customer agrees to make and receive payments only through Scope Creep to sub-contractors engaged by Scope Creep under this agreement for the duration of this agreement unless you pay a Conversion Fee.

Payments. Customer acknowledges and agrees that a substantial portion of the compensation Scope Creep receives is collected through the Service Fee described in Section 2.1 and that in exchange a substantial value to Customer is the relationships created by Scope Creep. Scope Creep only receives the Service Fee when a Customer and a subcontractor pay and receive payment through Scope Creep. Therefore, except as set out in Section 7.2, you agree to use the Scope Creep as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”).

Conversion Fee. You may opt out of the obligations in Section 7.1 with respect to each subcontractor only if the Customer pays Scope Creep a Conversion Fee. The Conversion Fee is calculated as 20% of the estimated contract value over a twelve (12) month period, which is calculated by taking the highest monthly invoice from the previous twelve month period and multiplying by 12. The Conversion Fee shall not be lower than $5,000 nor higher than $100,000.

Term and Termination.

Term. This Agreement shall commence as of the Effective Date and shall continue for a period of one (1) year (the “Initial Term”), unless sooner terminated pursuant to this Section 8.

Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional successive one (1) year terms unless either Party provides written notice of nonrenewal at least sixty (60) days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”). If the Term is renewed for one or more Renewal Terms, the terms and conditions of this Agreement during each Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in Scope Creep’s fee schedule. If either Party provides timely notice of nonrenewal, then this Agreement shall terminate on the expiration of the then-current Term, unless sooner terminated as provided in this Section 8.

Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ninety (90) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Termination for Convenience. Notwithstanding anything to the contrary in this Agreement, either Party may, in its sole discretion, terminate this Agreement or any Statement of Work, in whole or in part, at any time without cause, by providing at least forty-five (45) days prior written notice to the other Party.

Survival. The rights and obligations of the Parties set forth in this Section, and any right or obligation of the Parties in this Agreement, which, by its nature, should survive termination or expiration of this Agreement, will survive such termination or expiration of this Agreement, including, without limitation, the rights and obligations described in Sections 10 (Intellectual Property), 11 (Confidentiality), 14 (Limitation of Liability), 17 (Indemnification), 18 (Non-solicitation), and the payment obligations described in the schedules to this Agreement.

Representations and Warranties.

Each Party represents and warrants to the other Party that:

It is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

It has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;

The execution of this Agreement by its representatives whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and

When executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such Party in accordance with its terms.

Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights and consents in and relating to Customer’s software, equipment, and materials so that, as received by Scope Creep and used in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable law.

Scope Creep warrants that it will perform the Services:

In accordance with the terms and subject to the conditions set out in this Agreement and the applicable Statement of Work;

Using personnel of commercially reasonable skill, experience, and qualifications; and

In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

Scope Creep’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows: Scope Creep shall use reasonable commercial efforts to promptly cure any such breach.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 9, ALL SERVICES, DELIVERABLES, AND WORK PRODUCT ARE PROVIDED “AS IS” AND SCOPE CREEP HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND SCOPE CREEP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Intellectual Property. Customer is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including Intellectual Property Rights therein. For purposes of this Agreement, “Intellectual Property Rights” means all (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith; (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information”); provided, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s personnel who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

Non-Exclusivity; Non-Compete. Scope Creep retains the right to perform the same or similar type of services for third parties during the Term of this Agreement.

Subcontractors. Scope Creep will perform the Services by or through third parties, as approved by Customer.

Limitation of Liability.

IN NO EVENT SHALL SCOPE CREEP BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SCOPE CREEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SCOPE CREEP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE AGGREGATE AMOUNTS PAID TO SCOPE CREEP PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Fit for Purpose The Services have been undertaken at a standard that is consistent with Applicable Law, in accordance with relevant Industry Practices, fit for purpose and complete in every detail, and free of defects, deficiencies, errors, or omissions.

Quality Assurance. Scope Creep agrees to conduct a program of quality assurance and services review to ensure the Services it offers meets all requirements of applicable law(s) and regulation(s).

Indemnification.

Customer shall defend, indemnify, and hold harmless Scope Creep and Scope Creep’s affiliates and their officers, directors, employees, agents, successors, and permitted assigns from and against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding arising out of or resulting from:

Bodily injury, death of any person, or damage to real or tangible, personal property resulting from the negligent or willful acts or omissions of Customer;

Customer’s breach of any representation, warranty, covenant, or obligation of Customer in this Agreement;

Scope Creep’s compliance with any specifications or directions provided by or on behalf of Customer; or

Customer’s materials or Scope Creep’s use thereof in accordance with this Agreement.

Scope Creep shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and permitted assigns from and against all Losses awarded against Customer in a final judgment arising out of or resulting from:

bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Scope Creep; and

Scope Creep’s material breach of any representation, warranty, or obligation of Scope Creep set forth in Section 9.1 or Section 9.3 of this Agreement.

Scope Creep shall defend, indemnify, and hold harmless Customer from and against all Losses awarded against Customer in a final judgment based on a claim that any of the Services or Deliverables or Customer’s receipt or use thereof infringes any Intellectual Property Right of a third party arising under the laws of the United States; provided, however, that Scope Creep shall have no obligations under this Section with respect to claims to the extent arising out of:

any Customer software, equipment, or any instruction, information, designs, specifications, or other materials provided by Customer to Scope Creep;

use of the Deliverables in connection with any software, equipment, or materials not supplied to Customer or specified by Scope Creep, if the infringement would have been avoided by the use of the Deliverables not so combined;

any modifications or changes made to the Deliverables by or on behalf of any person or entity other than Scope Creep; or

failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer.

The Party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any action in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section shall not relieve the indemnifying party of its obligations under this Section except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

Notwithstanding anything to the contrary in this Agreement, the indemnifying party is not obligated to indemnify, hold harmless, or defend the indemnified party against any claim (whether direct or indirect) to the extent such claim or corresponding Losses arise out of or result from, in whole or in part, the indemnified party’s: (a) negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to comply with any of its obligations set forth in this Agreement.

For purposes of this Section, “Losses” shall mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AND SCOPE CREEP’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Non–solicitation. Each Party agrees that during the Term and for a period of twelve (12) months after the expiration or earlier termination of the Term, without obtaining the prior written consent of the other Party, neither Party nor any of its affiliates or representatives (each, a “Restricted Person”) shall directly or indirectly, for itself or on behalf of another person or entity: (a) solicit for employment or otherwise induce, influence, or encourage to terminate employment with the other Party or any of its affiliates, or employ, or engage as an independent contractor, any current or former employee of the other Party or any of its affiliates with whom the Restricted Person had contact or who became known to the Restricted Person in connection with this Agreement (each, a “Covered Employee”), except (i) pursuant to a general solicitation through the media or by a search firm, in either case, that is not directed specifically to any employees of the other Party, unless such solicitation is undertaken as a means to circumvent the restrictions contained in or conceal a violation of this Section or (ii) if the other Party terminated the employment of such Covered Employee before the Restricted Person having solicited or otherwise contacted such Covered Employee or discussed the employment or other engagement of the Covered Employee. The Parties agree that the duration, scope, and geographical area of the restrictions contained in this Section are reasonable.

Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

Notice to Scope Creep: Scope Creep

5100 W 36TH ST#16647

MINNEAPOLIS, MN 55416

Attention: Brock Noland, CEO

Notice to Customer: {CUSTOMER}

[ADDRESS]

With a copy to: [NAME]

[ADDRESS]

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized representative of each Party.

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Scope Creep. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.

Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and assigns.

Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Scope Creep shall be under its own control, Customer being interested only in the results thereof. Scope Creep shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Choice of Law. This Agreement and all related documents, including all schedules and exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Minnesota, United States of America (including its statutes of limitations and choice of law statutes), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota.

Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the District of Minnesota, or, if such court does not have subject matter jurisdiction, the courts of the State of Minnesota sitting in Hennepin County, and any appellate court from any thereof. Each Party irrevocable and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the District of Minnesota, or if such court does not have subject matter jurisdiction, the courts of the State of Minnesota, sitting in Hennepin County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Equitable Relief. Customer acknowledges that a breach of Section 10 (Intellectual Property) or Section 11 (Confidentiality) may cause Scope Creep irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Scope Creep will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Scope Creep may be entitled at law or equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Force Majeure. Scope Creep shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Scope Creep, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

SCOPE CREEP: FastIO, Inc DBA Scope Creep		CUSTOMER: {Customer}
By:		By:
Name:	Brock Noland	Name:
Its:	CEO	Its:

SCHEDULE 1

TIME & MATERIALS PROJECT TERMS

In consideration of the provision of the Services by Scope Creep and the rights granted to Customer under this Agreement, where the Services are provided on a time and materials basis:

Fees and Expenses; Payment Terms. Customer shall pay the fees set forth in the applicable Statement of Work as follows:

The fees payable for the Services shall be calculated in accordance with Scope Creep’s then current hourly fee rates set forth in the applicable Statement of Work;

Customer shall reimburse Scope Creep, at Scope Creep’s actual cost, plus a fifteen percent (15%) markup, for any materials, equipment, and third-party services reasonably necessary for the provision of Services. Scope Creep shall obtain Customer’s written consent prior to the purchase of all materials, which shall not be unreasonably withheld; and

Scope Creep shall issue invoices to Customer monthly in arrears for its fees for the immediately preceding month, calculated as provided in this Section.

Delivery and Acceptance. The Services shall be performed remotely unless otherwise mutually agreed upon in advance by the Parties in writing, and shall be deemed accepted upon delivery.

Effect Upon Termination.

Notwithstanding anything in this Agreement or any applicable Statement of Work to the contrary, Scope Creep may terminate this Agreement or an applicable Statement of Work before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder; and

If either Party terminates this Agreement or any applicable Statement of Work for any reason, then Customer shall pay such fees, together with all previously-accrued but not yet paid fees and reimbursable expenses, on receipt of Scope Creep’s invoice therefor.

SCHEDULE 2

FIXED PRICE PROJECT TERMS

In consideration of the provision of the Services by Scope Creep and the rights granted to Customer under this Agreement, where the Services are provided for a fixed fee:

Fees and Expenses; Payment Terms. Customer shall pay the fees set forth in the applicable Statement of Work as follows:

The total fees for the Services shall be the amount set out in the applicable Statement of Work. The total price shall be paid to Scope Creep as set out in the Statement of Work, with each payment being conditional on Scope Creep achieving the corresponding Project Milestone. On achieving a Project Milestone, Scope Creep shall issue invoices to Customer for the fees that are then payable.

Customer agrees to reimburse Scope Creep for all travel and out-of-pocket expenses incurred by Scope Creep in connection with the performance of the Services.

Delivery; Testing and Acceptance.

Scope Creep shall deliver, or otherwise make available to Customer, each Deliverable on or prior to the due date set forth in the applicable Statement of Work in accordance with the delivery criteria set forth in this Section as follows:

Following delivery of each Deliverable, Customer will have five (5) days (the “Testing Period”) to conduct the tests for such Deliverable (the “Acceptance Tests”) to evaluate whether such Deliverable materially conforms to the Customer’s specifications. Scope Creep has the right to observe or participate in all or part of such Acceptance Tests.

Promptly upon completion of the Acceptance Tests, Customer shall notify Scope Creep in writing if the Acceptance Tests identify any material failure of the Deliverable to conform to the Customer’s specifications (each, a “Nonconformity”). Each Deliverable will be deemed accepted by Customer upon the expiration of the Testing Period if Customer has not delivered a notice rejecting the Deliverable prior to such expiration. Customer shall not unreasonably withhold its acceptance and shall include in a rejection notice a detailed description of the Acceptance Tests conducted, the results thereof, and each identified Nonconformity.

Subject to the provisions set forth below, following receipt of a rejection notice, Scope Creep shall use commercially reasonable efforts to remedy all Nonconformities and re-deliver the Deliverable. Upon re-delivery, Customer shall have an additional Testing Period to conduct Acceptance Tests to determine whether each Nonconformity has been remedied.

The Parties shall repeat the process set forth in this Section until Customer has accepted the Deliverable, provided, however, if Scope Creep fails more than three (3) times to remedy a material Nonconformity: (i) Customer may accept the Deliverable as nonconforming; and (ii) if Customer does not accept the Deliverable as nonconforming, either Party may terminate the applicable Statement of Work by written notice to the other Party. In each case the fees will be reduced equitably to reflect the value of the Deliverable as received relative to the value of the Deliverable had it materially conformed to the Customer’s specifications.

Scope Creep is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform any of its obligations under this Agreement or an applicable Statement of Work. In the event of any such delay or failure, Scope Creep may, by written notice to Customer, extend all or any subsequent due dates for Project Milestones as Scope Creep deems reasonably necessary. The foregoing is in addition to, and not in lieu of, all other remedies Scope Creep may have for any such failure or delay by Customer.

This Section sets forth Scope Creep’s sole obligations and Customer’s exclusive remedies for any failure of any Deliverable to conform to the Customer’s specifications.

Effect Upon Expiration or Termination. Upon any expiration or termination of the applicable Statement of Work:

All licenses granted by either Party to the other Party will also expire or terminate, except to the extent that any license has an express term that continues for a longer period or is perpetual;

The Parties shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; and (ii) permanently erase the other Party’s Confidential Information from its computer systems, except to the extent that Customer requires such Confidential Information to exercise its rights under the license granted to Customer;

If either Party terminates this Agreement pursuant to the delivery, testing, and acceptance procedures in Section 2 of this Schedule 2, then Customer shall pay all fees and reimbursable expenses due for Services or Deliverables provided prior to the effective date of such termination; and

If either Party terminates this Agreement pursuant to Section 8.3 or Section 8.4 of this Agreement, then all fees and expenses associated with the Services and the Deliverables that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable upon Customer’s receipt of Scope Creep’s invoice therefor; provided, however, that the fees associated with any Deliverable created prior to the effective date of such termination will be reduced equitably to reflect the value of the Deliverable as created relative to the value of the Deliverable had it been delivered to, and accepted by, Customer during the Term.

EXHIBIT A

CHANGE ORDER

Change Order No:	[1]
Request Date:	[XX/XX/XXX]
Requested By:	[REQUESTOR NAME]
Customer:	{CUSTOMER}
Project:	[PROJECT NAME]

This change order (“Change Order”) is between Scope Creep and Customer and incorporates by reference and makes part of this Change Order that certain Statement of Work [SOW #], dated [DATE] between Scope Creep and Customer (the “Existing SOW”). This Change Order is effective on the date that the last party executes and delivers this Change Order as indicated by the date stated under that party’s signature line (the “Effective Date”).

Description

[Explain the change and how this falls outside the original scope. Be as specific as possible.].

Proposed Solution

[Describe the effort and deliverables that will be required to implement this change. Outline the key assumptions when forming the proposed solution and estimated cost for this change order.].

Estimated Cost & Schedule

[Describe the estimated cost and impact to the Budget Estimate and payment schedule as necessary to complete the change order.].

[Remainder of this page intentionally left blank; signature page(s) follow.]

Except as modified by this and any previously executed Change Order, all other terms and conditions of the applicable statement of work remain in full force and effect. This Change Order is executed by each of the parties’ duly authorized representatives.

SCOPE CREEP: FastIO, Inc DBA Scope Creep		CUSTOMER: {Customer}
By:	[FOR FUTURE USE]	By:	[FOR FUTURE USE]
Name:	Brock Noland	Name:	[FOR FUTURE USE]
Its:	CEO	Its:	[FOR FUTURE USE]
Dated:	[FOR FUTURE USE]	Dated:	[FOR FUTURE USE]

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