3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the date described on Exhibit A subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

6. Type and amount of compensation is set forth on the Exhibit A.
7. A deposit is payable by the Client upon execution of this Agreement if the deposit is set forth on the Exhibit A.
8. For the remaining amount, the Client will be invoiced in accordance with Exhibit A.
9. Invoices submitted by the Contractor to the Client are due within 5 days of receipt.
10. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
11. Procedure for reimbursement of Contractor’s expenses is set forth on the Exhibit A.

12. Any late payments will trigger a fee of 1.00% per day on the amount still owing.

13. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. Confidential information may be disclosed to subcontractors of Contractor in order to and within the fulfilment of this Contract. The Contractor is obliged to conclude non-disclosure agreement with any subcontractor for this purpose.

15. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

16. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

17. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

19. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
20. In the event that the Contractor hires a sub-contractor:
· the Contractor will pay the sub-contractor for its services
· for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

21. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

22. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools and any other items or parts necessary to deliver the Services in accordance with the Agreement.

23. Unless otherwise provided on the Exhibit A, all notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses identified in this Contract.

23. Unless otherwise provided on the Exhibit A, all notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses identified in this Contract.

24. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

25. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

26. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

27. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

29. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

32. This Agreement will be governed by and construed in accordance with the laws of the State of California.

33. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

34. The Client have the right to terminate this Contract with no need to pay the services only in the case of material breach of quality or significant delay on the part of the Contractor.

35. In the case of material breach of quality, the Client must demand the elimination of defects by the Contractor. If the defects are not eliminated or are eliminating with the significant delay, the Client is able to terminate the Contract with no need to pay.

36. Significant delay for Contractor is set forth on the Exhibit A.

37. In other cases, the Client is able to terminate the Contract reimbursing the cost of services, expenses of Contractor and break-up fee. The cost of services is determined based on the contractor's invoice.

38. The Contractor have the right to terminate this Contract in the case of significant delay on the part of the Client (late payment). The Client's obligation to pay the debt is not canceled.
39. Significant delay for Client is set forth on the Exhibit A.
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40. The Client undertakes not to hire the developers of Contractor or the sub-contractor’s developers as employers or independent contractors within one year after the execution of this Agreement. If this clause is violated the Client will pay the contractor compensation in the amount of $20 000.