1. Services.

Armstrong McGuire agrees to provide consulting services as may be agreed upon by the Parties from time to time (the “Services”). The Services will be set forth in written Statement(s) of Work (“SOW”) signed by the Parties, which will be incorporated into and made part of this Agreement. To the extent there are any conflicts or inconsistencies between this Agreement and any SOW, the terms of the SOW shall control. Client agrees that Armstrong McGuire may use consultants and subcontractors to perform the Services. Any changes or modifications to a SOW must be made pursuant to a change order signed by an authorized representative of each Party.

2. Billing; Payment.

Client shall pay Armstrong McGuire the fees and expenses specified in the applicable SOW. The fees and expenses are exclusive of any applicable taxes. Mileage is billed at the established IRS rate for travel outside the county of residence of the Armstrong McGuire associate working on the project. Travel time of more than a one (1) hour drive, one-way, from an Armstrong McGuire associate’s primary office location is considered a reimbursable expense and is billed at $50 per hour. Unless otherwise stated in a SOW, Armstrong McGuire will invoice Client monthly, and Client agrees to pay such invoices upon receipt. Client will remit payment to Armstrong McGuire, PO Box 6485, Raleigh, NC 27628. If any amounts become past due for any reason, Armstrong McGuire may, at its option and without further notice: (i) apply interest charges at the rate of one and one-half percent (1.5%) per month (18% per annum) or the highest rate allowable by law, whichever is less; and (ii) withhold further Services without liability until all invoices have been paid in full.

3. Warranty

Armstrong McGuire warrants that the Services will be performed by qualified personnel in a professional manner in accordance with generally accepted industry standards and in compliance with applicable law. Client’s exclusive remedy for breach of this warranty is reperformance of the Services, or if reperformance is not possible or conforming, refund of any amounts paid under this agreement for such non-conforming Services. The warranty set forth in this section is exclusive and is in lieu of all other warranties, express, implied, statutory, or otherwise with respect to the Services provided under this agreement.

4. Ownership of Work Product

Unless otherwise stated in an SOW, all materials (a) specifically required in an SOW, (b) that are created in the performance of the Services, and (c) have been paid for in full by Client (the "Deliverables"), are created hereunder for Client on a "work-for-hire" basis pursuant to United States copyright law and as such, subject to the terms hereof, Client shall own such Deliverables. To the extent that any such Deliverables do not constitute a "work-for-hire," Armstrong McGuire hereby assigns to Client, without additional consideration, all right, title and interest in and to such Deliverables. Notwithstanding the foregoing, Armstrong McGuire shall retain ownership in and to all creative content, computer code, methodologies and other information/materials created by Armstrong McGuire prior to or outside the scope of this Agreement (the "Armstrong McGuire Property"), despite its incorporation into the Deliverables. Armstrong McGuire hereby grants Client a non-exclusive, non-transferable license to Client to use the Armstrong McGuire Property, but only to the extent incorporated into the Deliverables and without any modification thereto. In no event shall Client be entitled to use any of the Armstrong McGuire Property separately and apart from its incorporation in the Deliverables hereunder.

5. Confidential Information

During the term of this Agreement and two (2) years following termination or expiration, neither Party shall make use of the other's Confidential Information (as hereinafter defined) for purposes other than the performance of its obligations hereunder. Each Party shall protect the other’s Confidential Information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving Party shall only disclose the Confidential Information to its employees, consultants, and subcontractors who have a need to know such Confidential Information to perform their obligations under this Agreement. "Confidential Information" shall mean all information of either Party not generally available to the public which is provided to the receiving Party by the disclosing Party or which the receiving Party has access to or discovers in the performance of this Agreement, including without limitation, all information relating to a Party’s products, business, and operations. Confidential information shall not include any information of a disclosing Party that: (a) is or becomes publicly known through no wrongful act of the receiving Party, (b) is already known to the receiving Party at the time of its disclosure without the obligation of a confidentiality agreement or other restriction, (c) is communicated to a third party with the express written consent of the disclosing Party, (d) is independently developed by the receiving Party without any use of the Confidential Information, or (e) has been supplied to the receiving Party without restriction by a third-party. All Confidential Information shall remain the property of the disclosing Party. The receiving Party shall promptly return or destroy (at disclosing Party’s option) all copies of Confidential Information at any time upon request or within thirty (30) days following the expiration or earlier termination of this Agreement.

6. LIMITATION OF LIABILITY; ACTIONS.

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. ARMSTRONG MCGUIRE’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO ARMSTRONG MCGUIRE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

7. Cooperation; Publicity.

Client agrees to comply with all reasonable requests of Armstrong McGuire and provide Armstrong McGuire’s personnel with access to all documents, information and facilities as may be reasonably necessary for the timely performance of the Services. Armstrong McGuire shall be free to disclose to the public that Client is a client of Armstrong McGuire and may use Client’s name and logo to make such statement. In addition, Client understands that Armstrong McGuire may be required under N.C. Gen. Stat. § 131F et seq. to make this Agreement public by filing a copy of it with the North Carolina Secretary of State’s office five (5) days prior to commencing the Services.

8. Conflicts of Interest.

Prior to each engagement, Armstrong McGuire will undertake reasonable and customary efforts to determine whether there are any potential conflicts of interest that would prevent Armstrong McGuire from performing Services for Client and will discuss such potential conflicts with Client.

9. Terms; Termination.

This Agreement will commence as of the Effective Date and continue in full force and effect until terminated in accordance with its provisions. Either Party may terminate this Agreement at any time in the event of a material breach of this Agreement that remains uncured after thirty (30) days (10 days for breach of a payment obligation) following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party. This Agreement may also be terminated by either Party, for any reason with or without cause, upon thirty (30) days’ prior written notice to the other Party; provided, however, that any outstanding SOW will continue to be governed by the terms of this Agreement until the completion or earlier termination of the SOW according to its terms. Client shall pay Armstrong McGuire fees and expenses for all Services rendered prior to the effective date of termination. Upon termination, Client shall promptly return to Armstrong McGuire any equipment, materials, or other property of Armstrong McGuire which are in Client’s possession or control.

10. Force Majeure.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within ten (10) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

11. Governing Law; Collections.

This Agreement shall be construed and governed by the laws of the State of North Carolina, without regard to any conflicts of law provisions thereof to the contrary. Any suit or proceeding arising out of this Agreement shall be brought in the courts located in North Carolina. Both parties consent to the exclusive personal jurisdiction and venue of the courts located in North Carolina. Client agrees to reimburse Armstrong McGuire for any costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of any amounts due to Armstrong McGuire under this Agreement.

12. General Provisions.

All notices required hereunder shall be in writing and addressed to the Parties at their respective address set forth above or as otherwise designated by a Party in writing. All notices will be deemed given when personally delivered or sent by nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (return receipt requested, postage prepaid). This Agreement, along with any attachments/SOWs incorporated herein, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. In the event any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall continue in full force and effect. The respective rights and remedies of the Parties as set forth herein shall be cumulative and not exclusive of any rights or remedies provided by law or equity. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and such counterparts, together, shall constitute one and the same Agreement. Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, limitation of liability, accrued payment obligations, and governing law and venue.