1- PERIORITY OF CONTRACT DOCUMENTS: 

The following documents, referred to collectively as the “Contract Documents”, shall be deemed to form and be read as per the listed priorities and construed as part of this Agreement:  

• The Service Agreement   
• The Proposal

2- CONTRACT DURATION: 

This Agreement is effective from the date of signature of the Service Agreement and shall continue in effect for (19 month).  Thereafter, this Agreement is renewable upon the Employer request through registered or certified mail and, b) the Consultant approval through registered or certified mail. Alternatively, written request and approval may be also accomplished by electronic means, i.e., email, fax, or text communications as well

3- AGREMENT AMOUNT:  

The Agreement amount shall be as described and stated in Clause (2) of the Proposal and shall be adjusted during the Agreement duration as per this Agreement conditions.

4-PAYMENT SCHEDULE: 

The Lump Sum baseline payment shall be made in a single payment within 30 days of the invoice date.  Monthly Updates will be automatically generated and invoiced. If written request is made to delay a Monthly Update, the charges for a subsequent Monthly Update will be increased by an amount equal to the amount obtained by multiplying the Monthly Update charge by the number of Monthly Updates skipped to compensate for the additional work involved. The monthly update fees, as described in Clause (2) of the Proposal, are based on updating the schedule every single month. If the contractor chose not to provide update information at any month, Constructive US will still charge regular monthly update fee for the skipped month to cover for extra work needed to do the next update and to keep our team engaged and available to support your project whenever the needs arise if updates are required.  Constructive US will commence work immediately upon receiving the countersigned copy of this Agreement. Once countersigned, this proposal cannot be terminated until the Lump Sum has been paid in full, unless terminated for “good cause”, to wit: Constructive US’s failure to perform the described work in Clause (1) & (3) of the proposal or to meet critical deadlines. If for any reason, you desire to terminate our engagement after the Lump Sum has been paid in full, you agree to provide not less than ten (10) days prior written notice. You will be responsible for payment of the fees attributable to any portion of the work we have performed, in whole or in part, not to exceed the above stated pricing.

5- NON-SOLICITATION:  

Each party agrees and covenants from and after the Effective Date, for itself and for its subsidiaries and affiliated companies, and for a period of one (1) year following the completion of the Project, to neither directly or indirectly hire, employ, retain, solicit, induce, recruit or encourage any of the other party’s employees or contractors to leave their employment or contractual arrangements with the other party, or take away such employees or contractors, nor attempt to hire, employ, retain, solicit, induce, recruit or encourage any of the other party’s employees or contractors to leave their employment or contractual arrangements with the other party, without obtaining the prior written approval of the other party.

6 – OWNERSHIP/INTELLECTUAL PROPERTY:

The Consultant will retain exclusive intellectual property ownership of its trademark and proprietary materials provided by The Consultant to the Employer for the usage of the Consultant.  The Employer is precluded from any use of such material without the written and express permission of The Consultant.

7- CONFIDENTIALITY/NON-DISCLOSURE

The Consultant, its employees, and associations recognize, acknowledge, and hereby agree that all information provided through the Consultant Service will be treated as confidential and proprietary and shall not be used or disclosed, in whole or part, to any person, firm, corporation, except as provided for in this Agreement.

8- CHANGE ORDER: 

The Employer shall have the right to request changes or additional scope of services.  Upon the Employer request, the Employer and the Consultant will agree on reasonable fees and duration for the extra service and will be added to the Agreement amount and duration by Change Orders.  It is understood that each Change Order will likely impact the timeframe and deadline of the overall Service. 

9- LIMITATION OF REMEDIES:

The remedies of the Employer as set forth in this Agreement constitute the sole and exclusive remedies for the Employer at law and in equity. The Consultant maximum liability for damages to the Employer, from any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, will be limited to the lesser of (1) $1,000, (2) the total amount of service fees paid for one entire year of the Service actually paid by Client, during the term of the Service provided to Client when the cause of action arose, or (3) the actual damages incurred.  In no event will The Consultant be liable for any damages caused by the Employer’s failure to perform the Employer ‘s responsibilities, Employer’s own negligence, or for any indirect or consequential damages, including, but not limited to, financial losses or for any claim made against The Consultant by an heir, estate, agent, or any other party on behalf of 

the Employer.  No action regardless of form, arising out of this Agreement, may be brought by either party hereto more than one year after the event giving rise to the cause of action except in the case of nonpayment, in which the applicable statute of limitation for collection actions will be applicable

10- ATTORNEY FEES:

In the event of any dispute hereunder or of any action to interpret or enforce this Agreement, any provision hereof or any matter arising therefrom, including the collection of fees or charges due, the prevailing party shall be entitled to recover its reasonable costs, fees and expenses, including, but not limited to, witness fees, expert fees, consultant fees, attorney (in house and outside counsel), paralegal and legal assistant fees, costs and expenses,  and other professional fees, costs and expenses, whether suit be brought or not and whether in any settlement, in any declaratory action, in any bankruptcy action, at pretrial, at trial or on appeal.  Any and all collection costs incurred by consultant in pursuit of outstanding balances owed by Employer, including attorney fees, court costs, and otherwise, shall be the responsibility of the Employer.

11- VENUE AND JURISDICTION:

The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Tennessee without giving effect to the principles of comity or conflicts of laws thereof.  Each party hereto agrees to submit to the personal jurisdiction and venue of the state and federal courts having jurisdiction over Davidson County, Tennessee for the resolution of all disputes arising in connection with the interpretation, construction and enforcement of this Agreement, and hereby waives the claim or defense therein that such courts constitute an inconvenient or invalid forum. The venue of any mediation or arbitration proceedings shall likewise be governed by the laws of the State of Tennessee.  If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provision shall continue to be of full force and effect.

12-  DELAYS BY THE EMPLOYER:

The Consultant shall not be liable for delays in performance under this Agreement or for failure to perform hereunder by reason of Employer’s delay or failure to diligently follow the Program in accordance with the Subscribed Service described in Clause (1) & (3) of the Proposal.  In the event that The Consultant shall be delayed, hindered in or prevented from the performance of any work, service or other acts required of The Consultant under this Agreement due to telecommunications equipment and power failures, government restrictions, civil commotion, riots, acts of terrorism, acts of war, fire, or act of God, all of such activities being beyond the control of The Consultant, then performances of such work, service, or other acts shall be excused for a period of such delay and the period for the performance of such work, services, or other acts shall be extended for a period equivalent to the period of such delay

13- ADJUSTMENTS FOR CHANGE IN LEGISLATION: 

The Agreement amount, as described in Clause (2), shall be adjusted to take account of any increase or decrease in Cost resulting from a change in the Laws of the Country (including the introduction of new Laws and the repeal or modification of existing Laws) or in the judicial or official governmental interpretation of such Laws, made after the Base Date, which affect the Consultant in the performance of obligations under the Agreement

14- TERMINATION OF AGREEMENT:

Consultant may terminate this Agreement at any time at his own discretion for cause or without cause, by providing written notice of such termination to the Employer

15- PARTIES TO CONTRACT:

This Agreement shall be binding upon and shall insure to the benefit of the successors and assigns of the parties. Neither party may assign this Agreement or their obligations under this Agreement to a third-party without the prior written and signed consent of the other party to this Agreement. The parties to this Agreement further agree and acknowledge that this Agreement is solely between the parties hereto and is not intended to confer any benefit on or to any third parties. Each party represents that it has full right and authority to enter and perform its obligations under the Agreement without the consent or approval of any third parties and is not contingent upon the actions of any third partis.

n witness whereof the parties hereto have executed this Agreement under their respective corporate seals and by the hands of their proper officers hereunto duly authorized