Master Service Agreement- SOLO

8/9/2019 Master Service Agreement- SOLO

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Solo Master Service Agreement

This Master Services Agreement (the Agreement) is made the Effective Date written

below by __________________Inc. (Company), a Canadian Federal corporation, whose

principal address is Younge Street, Toronto, Ontario, Canada, and the Vendor identified

below. This Agreement consists of this cover page, the following terms and conditions,attached exhibits, and addenda, if any. Vendor and Company and their respective affiliates

are sometimes collectively referred to herein as the Parties or separately as a Party.

Effective Date

Initial term The initial term of this Agreement shall commence on the

date of signing this Agreement and shall continue in fullforce and effect for a period of thirty-six (36) months.

This Agreement shall be automatically extended forsuccessive one-year periods thereafter unless canceled by

either party on at least ninety (90) days written noticeprior to the end of the current term (and effective as of the

end of such term) or cancelled by Company during the

Term pursuant to Clause 23 hereof.

Vendor (name as it

exactly appears in

Customers current

Articles of Incorporation

or equivalent organization

documents)

State in which Vendors

Articles of Incorporationor organization documentsare filed

Country

Contact Name

Street Address

City State Zip

Telephone Fax

Email Mobile

Alternate Contact Name

Telephone FaxEmail Mobile


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RECITALS

WHEREAS, Vendor is engaged in the business of providing certain outsourcing

services that it desires to get outsourced business(s) and other related services from

Company includes but not limited to call center, data entry business(s).

WHEREAS, Company has entered into agreements with certain Clients that enable

Company to provide certain outsourced business(s) .WHEREAS, Vendor desires to obtain such Company Services on the terms and

conditions contained herein;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as

follows:

1. Definitions:

(b) Client: Mean Individual(s) and or entity(s) referred by Client or came intovendor contact through referred source Ex (Clients associates, partners,

affiliates, employees).

(c) Vendor: Mean Include but not limited to individual(s) and or entitycontacted to Client, Inc, to find Client who can provide them outsourced

business(s) or related services include but not limited to call center and dataentry business(s).

(d) (s) or (S) : Mean If (S) or (s) use with any word mean this word can be

read in singular and or plural both as per demand of situation .

(e) Related Services: Mean Call Center Solutions, VoIP Minutes, Merchantaccount or any other services related to business process outsourcingindustry.

(f) Business Contact(s): Mean Business contact of Vendor and or Client

includes but not limited to Phone, Cell, Fax Number(s) and Email, website,Physical address(s).

2. Business Model: Company upon its sole discretion may offer services under

one of following programs subject to signing corresponding Exhibit(s) foreach business separately.

(a) Sub-Contracting: A Separate Exhibit A contains services level parameters

and compensation shall be signed as a part of this agreement.

(b) Referral Program: Two Separate Exhibit C and D will be signed and to be

considered as part of this agreement. Exhibit C includes but not limited toproject information, signup process, and financials. The Exhibit D includes

but not limited to Client Contact Information released after completing termsand condition of corresponding Exhibit C. C


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(c) Dream Merchant Program: A separate Exhibit E contains service level

parameters and compensation will be signed and to be considered as part ofthis agreement for each of products or services offered under Dream

Merchant Program.

(d) STOP Solutions Program: A separate Exhibit F will be signed andto be considered as part of this agreement for each of products or

services offered under STOP Solution Program.

3. Business(S): Vendor agrees that (i) All Client Inc,s Client(s),Plan(s),Business ideas(s) and other useful information MUST BEstrictly for the business which are specified in Exhibit(s) of this

agreement. (ii) Vendor will not refer Companys Client(s),Plan(s),Business ideas(s) and other useful information to any other

individual and or company (iii) Vendor will not negotiate and or executeany other business(s) with the same Client for any reason or case

whatsoever without written authorization of Company (iv) Vendor willnot reveal at any case and or reason whatsoever financial part of this

agreement to any one without written authorization of Company (v)Vendor will not sign with the same Clients through other sources after

disclosing contact information to Vendor.4. Dont Call Compliance: Vendor agree to use only Do Not Call (D.N.C)

Scrubbed calling data from government owned do not call compliance

organization and agree to accept all liabilities if found guilty in any DNCviolation for any reason whatsoever. If data is provided by Client then

Vendor required to asked and keep proof of scrubbing against D.N.C

5. Waiver: Clause 4 shall be void if Company offer business under clause2(b) Referral business model.

6. Compensation: All compensation will be according to corresponding Exhibit(s)

of each business(s) sign hereinafter and contingent to receiving payment fromClient. If any party received payment from client shall pay a reasonable shareaccording to corresponding exhibit(s) within thirty (30) business days, In event

of non-payment of more than 15 days, defaulted party agree to pay interest onunpaid balance with accrue at lower of eighteen (18%) per annum or highest

legal rate allowed by law.

7. Non-Disclosure. The parties receiving Confidential Information shall

hold all confidential Information (as defined in Section 2) in strictconfidence and shall not disclose any Confidential Information to any

third Vendor, without the prior written approval of concerning party. The

parties may disclose information related to the Contract/ Agreement andinvoices (including back up information for the invoices) to banks,financial institutions and other statutory authorities without the prior

written approval of the concerning party However, THE PARTIES

WILL NOT DISCLOSE BUSINESS PLANS, BUSINESS

CONTACTS AND TRADE SECRETS OF OTHER PARTY. TO

ANY (INCLUDING BANKS, FINANCIAL INSTITUTIONS AND

OTHER STATUTORY AUTHORITIES) WITHOUT THE PRIOR


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WRITTEN APPROVAL OF Concerning Party. . The Parties shall

disclose Confidential Information only to employees who need to knowsuch information to evaluate the possible business transaction.

The parties shall not use any Confidential Information for any purposeexcept to evaluate a possible business transaction between the parties

until and unless authorized by Company In writing. PARTIES SHALL

TAKE ALL REASONABLE MEASURES TO PROTECT THE

CONFIDENTIALITY AND AVOID THE UNAUTHORIZED USE,

DISCLOSURE , PUBLICATION, OR DISSEMINATION OF

CONFIDENTIAL INFORMATION ; PROVIDED, HOWEVER,THAT SUCH MEASURES SHALL BE NO LESS STRINGENT

THAN MEASURES TAKEN TO PROTECT ITS OWN

CONFIDENTIAL AND PROPRIETARY INFORMATION .

PARTIES AGREES THAT THEY WILL NOT INTERFERE ANY

BUSINESS OF CONCERNING PARTY BEYOND THE SCOPE OF

THIS AGREEMENT THROUGH THE USE OF ANY

CONFIDENTIAL INFORMATION ACQUIRED HEREUNDER

NOR USE ANY CONFIDENTIAL INFORMATION FOR ITS OWNACCOUNT. THE PARTIES ACKNOWLEDGES THAT PARTIES

WILL NEITHER RESPONSIBLE NOR LIABLE FOR ANY

BUSINESS DECISIONS MADE BY THE EITHER PARTY INRELIANCE UPON ANY CONFIDENTIAL INFORMATION

DISCLOSED PURSUANT HERETO.

8. Confidential Information. "CONFIDENTIAL INFORMATION" INTHIS AGREEMENT MEANS ALL INFORMATION AND ANY IDEA

IN WHATEVER FORM, TANGIBLE OR INTANGIBLE, WHETHERDISCLOSED TO THE RECEIVING PARTY, PERTAINING IN ANY

MANNER TO THE BUSINESS OF THE DISCLOSING PARTY ORTO THE DISCLOSING PARTY'S RELATED PARTIES,

SUBSIDIARIES, CONSULTANTS OR BUSINESS ASSOCIATES,

VENDORS, CLIENTS, CUSTOMERS, CONTRACTUAL PARTNERS,

WHETHER IN WRITTEN, ENCODED, GRAPHIC, MAGNETIC,ELECTRONIC OR IN ANY OTHER TANGIBLE OR INTANGIBLEFORM, AND LABELED IN WRITING AS CONFIDENTIAL BY THE

DISCLOSING PARTY. "CONFIDENTIAL INFORMATION"INCLUDES, WITHOUT LIMITATION, THE FOLLOWING: (A)

SCHEMATICS, TECHNIQUES, EMPLOYEE SUGGESTIONS,DEVELOPMENT TOOLS AND PROCESSES, COMPUTER

PRINTOUTS, COMPUTER PROGRAMS, DESIGN DRAWINGS AND

MANUALS, AND IMPROVEMENTS; (B) INFORMATION ABOUTCOSTS, PROFITS, MARKETS AND SALES; (C) PLANS FOR

FUTURE DEVELOPMENT AND NEW PRODUCT CONCEPTS; (D)

OUR CUSTOMER INFORMATION, INCLUDING BUT NOTLIMITED TO NAME, MAILING AND BILLING ADDRESSES,ORDER INFORMATION AND CREDIT CARD NUMBERS; AND (E)

ALL DOCUMENTS, BOOKS, PAPERS, DRAWINGS, MODELS,SKETCHES, AND OTHER DATA OF ANY KIND AND

DESCRIPTION, INCLUDING ELECTRONIC DATA RECORDED ORRETRIEVED BY ANY MEANS, THAT HAVE BEEN OR WILL BE

GIVEN TO THE RECEIVING PARTY BY THE DISCLOSING


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PARTY, AS WELL AS WRITTEN OR VERBAL INSTRUCTIONS OR

COMMENTS.

9. No Obligation of Confidentiality. The obligation of confidentialityshall not apply with respect to any particular portion of information if:

(a) it is in the public domain and must known by disclosing party as well, at the time of

the Disclosing Party's communication thereof to the Receiving Party ;or

(b) it was rightfully communicated to the Receiving Party free of any obligation of

confidence subsequent to the time of the Disclosing Party'scommunication thereof to the Receiving Party; or

(c ) It was developed or in possessed by receiving party prior to disclosing from

disclosing party and receiving party has complete documented evidence

(ex prove of copy right, or patent documents) of such development or

possession and has provided same to disclosing party within three hours

of receiving same or similar information from disclosing party. The

evidence must be submitted by fax or email contact ids of disclosing party.

Within ten (10) days following either a request from the Disclosing Party or the completion ofbusiness dealings between the parties hereto, the Receiving Party will deliver to the

Disclosing Party all tangible copies of the Confidential Information, including but not limited

to magnetic or electronic media containing the Confidential Information, note(s) and paper(s)

in whatever form containing the Confidential Information or parts thereof, and any copies of

the Confidential Information in whatever form. The Disclosing Party, at its sole option, may

request in writing that the Receiving Party destroy all copies of the Confidential Information.

If the Disclosing Party requests that such Confidential Information be destroyed, the

Receiving Party will destroy the Confidential Information and, within ten (10) days of the

notice from the Disclosing Party to destroy the Confidential Information, will certify in

writing to the Disclosing Party that the Confidential Information has been completelydestroyed.

10. Agreement Not to Compete Vendor shall devote its professional efforts,

skill, and diligence to the conduct of the business contemplated hereunderand shall not provide access to any entity include but not limited to

company, or individual to Companys Client or Business which might beconfused with or otherwise compete with Company and or associate,

during the term of this Agreement and for a period of one (2) yearfollowing the termination of this Agreement.

11. Agreement Not to Solicit Employees: Both Parties MUTUALLY agrees that

during the term of this agreement and two (2) after terminating it, they shall notdirectly or in directly hire or attempt to hire any full time or part time employees ofeach other with written authorization of concerning party.

12. Information Transmission: Vendor agrees to receive free referrals

business information, alerts and pre-paid referral contact informationthrough email from Company time to time.

13. Use of Information by Recipient. The Receiving Party agrees to use theConfidential Information only for the purposes of evaluating the


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possibility of a future collaboration between the parties and in connection

with such future collaboration, if any. The Receiving Party agrees torestrict disclosure of the Confidential Information solely to its employees

and agents who have a need to know such Confidential Information andto advise such persons of their obligations of confidentiality and non-

disclosure hereunder. Further, THE RECEIVING PARTY SHALL NOTDISCLOSE THE CONFIDENTIAL INFORMATION TO THIRD

PARTIES, INCLUDING INDEPENDENT CONTRACTORS ORCONSULTANTS, WITHOUT THE PRIOR EXPRESS WRITTEN

CONSENT OF THE DISCLOSING PARTY, AND SHALL ADVISESUCH THIRD PARTIES OF THEIR OBLIGATIONS OFCONFIDENTIALITY AND NON-DISCLOSURE HEREUNDER. The

Receiving Party agrees to use reasonable means, not less than those usedto protect its own proprietary information, to safeguard the Confidential

Information. It shall not be a violation of this Agreement to discloseConfidential Information to a governmental entity with jurisdiction over

it if the Receiving Party becomes legally obligated to discloseConfidential Information to such governmental entity; provided that, the

Receiving Party will give the Disclosing Party prompt written notice toallow the Disclosing Party to seek a protective order or other appropriate

remedy. Such notice must include, without limitation, identification ofthe information to be so disclosed and a copy of the order. TheReceiving Party will disclose only such information as is legally required.

14. COMPANY INDEMNIFICATION. Vendor agrees to indemnify and holdharmless Company its officer(s), director(s), shareholder(s), employee(s) or

consultant(s) from any and all liabilities, losses, damages, claims, suits,

judgments, costs and expenses (including reasonable attorneys fees and costs or

any investigation or action related thereto) (Losses) suffered or incurred byVendor its officer(s), director(s), shareholder(s), employee(s) or consultant(s),

arising out of any error, omission , misconduct or negligence of Vendor, its

officer(s), director(s), shareholder(s), employee(s) and consultant(s) or from

breach or incorrectness of any representation or warranty made herein byCompany.

15. VENDOR INDEMIFICATION :Company agrees to indemnify and hold

harmless Vendor its officer(s), director(s), shareholder(s), employee(s) orconsultant(s) from any and all liabilities, losses, damages, claims, suits,

judgments, costs and expenses (including reasonable attorneys fees and costs or

any investigation or action related thereto) (Losses) suffered or incurred by

Company its officer(s), director(s), shareholder(s), employee(s) or consultant(s),

arising out of any error, omission , misconduct or negligence of Vendor, itsofficer(s), director(s), shareholder(s), employee(s) and consultant(s) or from

unintentionally breach or incorrectness of any representation or warranty made

herein by Vendor except breach of clause 6, 10 and 16.16. Non Circumvent. Parties irrevocably agree not to circumvent, avoid or bypasseach other, directly or indirectly, to avoid payment of fees or commissions or

any other benefit, either financial or otherwise, in any corporation, trust,partnership or other entity, or individually revealed by either party or other, in

connection with current project and any additions, renewals, extensions,rollovers, amendments re-negotiations, new contracts or third party assignments

related to any outsourcing project. This includes Vendor not to contact and/or


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contract with any of Clients for existing and /or future outsourcing campaigns.

This non circumvent withstands any termination of this or future agreementsbetween the Parties.

17. Dispute: (1) If a dispute arises out of or relates to this Agreement, or the breachthereof, the parties agree to first try in good faith to settle the dispute by

mediation under the Commercial Mediation Rules of the Canadian ArbitrationAssociation, before resorting to arbitration. Thereafter, any remaining

unresolved controversy or claim arising out of or relating to this Agreement, orthe breach thereof, shall be settled by arbitration in accordance with the

Commercial Arbitration Rules of the Canadian Arbitration Association, and judgment upon the award rendered by arbiter(s) may be entered in any courthaving jurisdiction thereof. (2) In the event of any arbitration or litigation

between the parties hereto to interpret or enforce any provision or righthereunder, the unsuccessful party to such litigation or arbitration covenants and

agrees to pay to the successful party therein all costs and expenses expresslyincluding, but not limited to, reasonable legal fees incurred therein by such

successful party, which costs, expenses and legal fees shall be included in and aspart of any award or judgment rendered in such arbitration or litigation. (3) If a

dispute or breech of this agreement is a result of Clients failure to pay invoicespresented by Vendor, and Company is unable to collect unpaid invoices, Vendor

has the right to either go through a third party collector or other legal means tocollect said unpaid invoices without the involvement of the Company.Company is only authorized to collect what is owed to them. All collection fees

are at the risk of the Vendor and Company is indemnified of any wrong doingby the client.

18. FORCE MAJORS. Neither Vendor shall be liable for any damages, loss, delayor errors resulting from conditions or circumstances beyond its reasonable

control. In the event of any such occurrence, performance shall be suspended tothe extent made necessary by such forces, and the time for performance shall be

extended by a period equal to the time of the delay.

19. WAIVERS. The failure on the part of either Vendor to exercise or enforce

any right conferred by this Agreement shall not be deemed to be a waiver ofthat Vendors rights to future exercise of those rights.

20. AMENDMENT. This Agreement shall only be amended by instrument in

writing signed by the duly authorized officer of both parties.

21. SEVERABILITY .If any one or more of the provisions contained in this

Agreement for any reason is held to be invalid, illegal or unenforceable in anyrespect, the validity, legality, and enforceability o f the remaining provisions

shall not in any way be affected or impaired. The parties agree to substitute for

any such invalid, illegal, or unenforceable provision a new provision that servesthe purpose of the invalid provision to the furthest possible extent.

22. Remedies. The Vendor agrees that the unauthorized disclosure or use of

Confidential Information will cause irreparable harm and significant injury,which may be difficult to ascertain. The Vendor recognizes that its violation ofthis Agreement could cause the Company irreparable harm and significant

injury, the amount of which may be extremely difficult to estimate, thus, makingany remedy at law or in damages inadequate. Therefore, the Vendor agrees that

the shall have the right to apply to any court of competent jurisdiction for anorder restraining any breach or threatened breach of this Agreement and for any

other relief the Vendor deems appropriate. This right shall be in addition to any


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other remedy available to the Disclosing Vendor in law or equity.

23. Survival. Each Vendor's duty of confidentiality under this Agreement regardingthe Confidential Information shall survive even after termination of this

Agreement for a period of (2) Two year

24. Termination: This agreement may be terminated by either party with one (1)

month notice in advance or immediately without notice from Client. Bothparties agree to fulfill their obligation of those business(s) which has signed

before termination. If this agreement terminated due to violation of clausenumber 3, 4, 7, 8 Company will immediately cease the all activity fortified all

amount.25. Notices:

If to Vendor

Name

Email:

Fax:

Address:

26. General. This Agreement shall be binding upon and for the benefit of the parties

and their respective successors and assigns. Failure to enforce any provision ofthis Agreement shall not constitute a waiver of any term hereof. This Agreement

supersedes and replaces any existing agreement entered into by the parties relating

generally to the same subject matter, and may be modified only in writing signed

by the parties. This Agreement contains the entire agreement between the parties

with respect to the subject matter hereof, and shall be governed by the laws of the

Canada and the Province of Ontario. The Both Parties hereby consent to the

exclusive jurisdiction of the state and federal courts located in Ontario, Canada, to

resolve any dispute under this Agreement.

This Agreement may be executed in separate counterparts, each of which shall be an

original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of theEffective Date.

Company: Vendor:

Signature: Signature:

Name (printed): Name (printed):

Title: President Title:

Note: Please initial all pages and sign on last page.

Documents

Master Service Agreement- SOLO