Human Resources Service Subscription Agreement

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I (Client) hereby agree to subscribe to HR Outsource Service ("Service") offered by Human Resources Management Associates, Inc. subject to the terms outlined below.

2. Human Resources Management Associates, Inc. ("Service Provider") agrees to provide the Contracted Services as described.

3. The Client agrees to pay the Service Provider a fee for Contracted Services in accordance with the published or otherwise agreed fee schedule. Any desired HR Outsource Services outside of the Contracted Services may be provided at an additional agreed upon fee. Payment instructions shall be provided prior to and at the time agreement is confirmed. Provided the terms are monthly, Client shall remit the applicable fee to the Service Provider by the 1st day of each month ("Payment Date"). Client agrees to pay late charges on any balances that remain unpaid after 30 days from Payment Date at the rate of 1.5 % per month (Annual Percentage Rate of 18 %).

4. The Service Provider shall maintain the confidentiality of any sensitive information received from the client during the course of providing Contracted Services. Client agrees not to distribute or sell any work product generated by the Service Provider during the course of providing Contracted Services to any other individual or entity, except as necessary to use said services/materials for its own benefit or as required by law.

5. Client acknowledges and hereby agrees that the Contracted Services provided under this Agreement shall be limited to consulting as to best human resources practices and do not constitute legal, accounting or tax advice. Client is hereby directed to consult a qualified attorney, accountant or tax professional with respect to those areas outside the scope of Contracted Services.

6. The Service Provider shall not be held liable for any employment-related claim brought by any individual against the Client and the Client shall indemnify and hold the Service Provider harmless against such claims; provided, the Service Provider shall participate in the investigation of such claims to the extent consistent with Contracted Services and otherwise cooperate with the Client in the defense of such claims.

7. Any controversy or dispute between the parties, whether arising out of or in connection with this Agreement or otherwise, shall be resolved in arbitration under the Federal Arbitration Act and before the American Arbitration Association (AAA) in accordance with AAA’s Commercial Arbitration Rules. The administrative cost of the arbitration and the arbitrator’s fee shall be shared equally by the parties. In such arbitration, the arbitrator shall have no authority or power to amend, modify, or in any other way change any of the terms of this Agreement. All decisions of such arbitrator shall be final and binding upon both parties. The prevailing party in such Arbitration as determined by the arbitrator in his or her decision shall be awarded an amount equal to its reasonable attorney’s fees incurred in connection with such arbitration, in addition to what other relief may be awarded.

8. This Agreement shall have a term, as indicated below by the Client’s marked box, commencing on the date payment is received by the Service Provider and may be terminated by either party upon conclusion of this term by providing the other party with thirty (30) days advance written notice. In the absence of such notice, this Agreement shall continue thereafter on a month to month basis subject to a fifteen (15) day written notice of termination requirement; provided that Client shall be responsible for paying the full applicable monthly fee for the month in which such notice is given.

• I hereby agree to the term for this Agreement of one (1) year; or as otherwise described in a separate service agreement.