Terms and Conditions

This Terms and Conditions Agreement (hereinafter referred to “Agreement”) is with respect to provision of
HRM Solutions Software (an HRIS Software Solution), hereinafter referred to as the “Software” and ismade
the ………….., by and between HRM Solutions Inc (hereinafter referred to as the “Company”) and Company
name Here), (hereinafter referred to as the “Customer”). Whereas Company is a professional HR and Payroll
Solutions provider of good standing; Whereas, Customer wishes Company to provide certain Software
solution described more fully herein; and Whereas, Company wishes to provide such Software; Now,
therefore,in consideration of theforegoing premises and the mutual covenants hereinafter set forth and other
valuable considerations, the parties hereto agree as follows:

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable
efforts to provide Customer the Services in accordance with the Service Level Terms
attached hereto as Exhibit D. As part of the registration process, Customer will identify an
administrative user name and password for Customer’s Company account. Company
reserves the right to refuse registration of or cancel passwords if it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical
support services in accordance with the terms set forth in Exhibit D.

2. RESTRICTIONS AND RESPONSIBILITY
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object code or underlying structure, ideas,
know-how or algorithms relevant to the Services or any software, documentation or data
related to the Services (“Software”); modify, translate, or create derivative works based on
the Services or any Software (except to the extent expressly permitted by Company or
authorized within the Services); use the Services or any Software for timesharing or service
bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices
or labels. With respect to any Software that is distributed or provided to Customer for use
on Customer premises or devices, Company hereby grants Customer a non-exclusive;
non-transferable service through its CUBE HRMS Software. HRM Solutions Inc.

2.2 Customer represents, covenants, and warrants that Customer will use the Services
only in compliance with Company’s standard published policies then in effect (the
“Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify
and hold harmless Company against any damages, losses, liabilities, settlements and
expenses (including without limitation costs and attorneys’ fees) in connection with any
claim or action that arises from an alleged violation of the foregoing or otherwise from
Customer’s use of Services. Although Company has no obligation to monitor Customer’s
use of the Services, Company may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Services, including,
without limitation, modems, hardware, servers, software, operating systems, networking,
web servers and the like (collectively, “Equipment”). Customer shall also be responsible
for maintaining the security of the Equipment, Customer account, passwords (including
but not limited to administrative and user passwords) and files, and for all uses of
Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing
Party”) has disclosed or may disclose business, technical or financial information relating
to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of
the Disclosing Party). Proprietary Information of Company includes non-public
information regarding features, functionality and performance of the Service. Proprietary
Information of Customer includes non-public data provided by Customer to Company to
enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to
take reasonable precautions to protect such Proprietary Information, and (ii) not to use
(except in performance of the Services or as otherwise permitted herein) or divulge to any
third person any such Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information after five (5) years following the
disclosure thereof or any information that the Receiving Party can document (a) is or
becomes generally available to the public, or (b) was in its possession or known by it prior
to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction
by a third party, or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party or (e) is required to be disclosed by law.
HRM Solutions Inc.

3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as
any data that is based on or derived from the Customer Data and provided to Customer as
part of the Services. Company shall own and retain all right, title and interest in and to (a)
the Services and Software, all improvements, enhancements, or modifications thereto, (b)
any software, applications, inventions, or other technology developed in connection with
Implementation Services or support, and (c) all intellectual property rights related to any of
the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to analyze data
and other information relating to the provision, use and performance of various aspects of
the Services and related systems and technologies (including, without limitation,
information concerning Customer Data and data derived therefrom), and Company will be
free (during and after the term hereof) to (i) use such information and data to improve and
enhance the Services and for other development, diagnostic and corrective purposes in
connection with the Services and other Company offerings, and (ii) disclose such data
solely in aggregate or other de-identified form in connection with its business. No rights or
licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the proposal for the
Services and Implementation Services in accordance with the terms therein (the “Fees”).
If Customer’s use of the Services exceeds the Service Capacity set forth on the Estimate or
otherwise requires the payment of additional fees (per the terms of this Agreement),
Customer shall be billed for such usage and Customer agrees to pay the additional fees in
the manner provided herein. Company reserves the right to change the Fees or applicable
charges and to institute new charges and Fees at the end of the Initial Service Term or
then-current renewal term, upon thirty (30) days prior notice to Customer (which may be
sent by email). If Customer believes that Company has billed Customer incorrectly,
Customer must contact Company no later than 30 days after the closing date on the first
billing statement in which the error or problem appeared, in order to receive an adjustment
or credit. Inquiries should be directed to Company’s customer support.

4.2 Company may choose to bill through an invoice, in which case, full payment for
invoices issued in any given month must be received by Company thirty (30) days after the
mailing date of the invoice. Unpaid amounts are subject to a finance charge of 2.5% per
month on any outstanding balance, or the maximum permitted by law, whichever is lower,
plus all expenses of collection and may result in immediate termination of Service.
Customer shall be responsible for all taxes associated with Services.
HRM Solutions Inc.

5. TERMS AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service
Term as specified in the Order Form, and shall be automatically renewed for additional
periods of the same duration as the Initial Service Term (collectively, the “Term”), unless
either party requests termination at least thirty (30) days prior to the end of the thencurrent term.

5.2 In addition to any other remedies it may have, either party may also terminate this
Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if
the other party materially breaches any of the terms or conditions of this Agreement.
Customer will pay in full for the Services up to and including the last day on which the
Services are provided. Upon any termination, Company will make all Customer Data
available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter
Company may, but is not obligated to, delete stored Customer Data. All sections of this
Agreement which by their nature should survive termination will survive termination,
including, without limitation, accrued rights to payment, confidentiality obligations,
warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards
to maintain the Services in a manner which minimizes errors and interruptions in the
Services and shall perform the Implementation Services in a professional and workmanlike
manner. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Company or by third-party providers, or
because of other causes beyond Company’s reasonable control, but Company shall use
reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service
disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY
SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE
PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY
OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL
EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
HRM Solutions Inc.

CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:
(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR
CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S
REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO
COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and enforceable. This Agreement is
not assignable, transferable or sub licensable by Customer except with Company’s prior
written consent. Company may transfer and assign any of its rights and obligations under
this Agreement without consent. This Agreement is the complete and exclusive statement
of the mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements, communications and other understandings relating to the subject
matter of this Agreement, and that all waivers and modifications must be in a writing signed
by both parties, except as otherwise provided herein. No agency, partnership, joint venture,
or employment is created as a result of this Agreement and Customer does not have any
authority of any kind to bind Company in any respect whatsoever. In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be entitled to
recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will
be deemed to have been duly given when received, if personally delivered; when receipt is
electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent
for next day delivery by recognized overnight delivery service; and upon receipt, if sent by
certified or registered mail, return receipt requested. This Agreement shall be governed by
the laws of the State of Saint Lucia without regard to its conflict of law’s provisions. .The
Customer agrees to reasonably cooperate with Company to serve as a reference account.
These include identifying the customer as a recipient of services and use your logo in sales
presentations, marketing materials and press releases.