This Consulting and Technology Master Services Agreement ("Agreement") sets forth the standard terms and conditions governing all consulting and technology services provided by EW White Consulting, LLC. Specific project details, dates, and compensation will be outlined in individual Statements of Work.

This Agreement governs the relationship between EW White Consulting, LLC, with an address at 1440 N. Artesian Avenue, Chicago, IL 60622-1703 (hereinafter referred to as "Company"), and Client (hereinafter referred to as "Client"). Company and Client may be referred to individually as a "Party" or collectively as the "Parties."

In consideration of the mutual covenants and agreements contained herein, Company and Client agree as follows:

Company agrees to provide certain consulting and/or technology services (the "Services") to Client that are mutually agreed upon from time to time between the Parties under one or more statements of work. The specific Services will be set forth in one or more statements of work that the Parties may execute pursuant to this Agreement ("Statement of Work" or "SOW"). Each SOW shall be incorporated into and become part of this Agreement and be governed by the provisions of this Agreement. In the event of a conflict between the terms and conditions of this Agreement and a SOW, the provisions of this Agreement shall govern and control unless the SOW expressly indicates otherwise, and then only with respect to that SOW and no other SOW. The Parties shall not be required to commence work under this Agreement unless a Statement of Work is duly executed. To the extent applicable, "Deliverables" shall mean those items described and itemized in the SOW as work products or ongoing services to be produced and delivered by Company pursuant to such SOW.

Company will designate at least one (1) individual in the Statement of Work to act as a primary point of contact between the Parties with respect to the Services and Client will designate one or more individual(s) if it will share in the management of the project ("Project Managers"). For clarity, some SOWs will be solely managed by Company and in these scenarios no Project Manager will be assigned by Client. In such scenarios Company's Project Manager shall report to Client's senior management (director level or above). Project Managers will be responsible for technical and project-level decisions within the scope of this Agreement (including, for example, staffing decisions, Change Orders, and Acceptance of Deliverables) that are binding on their respective entities. Amendments to this Master Services Agreement, however, must be made in accordance with the clause hereafter governing contract amendments.

Either Party may request a change order ("Change Order") in the event of actual or anticipated change(s) to the agreed scope of Services, Deliverables, project schedule, fee, or any other aspect of the Statement of Work. Company will prepare a Change Order reflecting the proposed changes, including but not limited to the impact on the Deliverables, project schedule, and fee. Absent a Change Order signed by the Parties, Company shall not be bound to perform any additional or out-of-scope services beyond what is stated in the SOW. The Parties agree to negotiate all Change Order requests expeditiously and in good faith.

Following submission or re-submission of any Deliverable(s) by Company, testing and review will be performed by Client in accordance with previously agreed testing standards and procedures, with such testing to be completed within a time agreed by the Parties in the SOW, or in the absence of a prescribed period within ninety (90) Business Days from the date of submission or re-submission as the case may be. "Business Day" means any day other than a Saturday, a Sunday or any federal holiday in the United States. The standard of review of the Deliverable(s) shall be a working Deliverable that is in material conformance with the agreed specifications. By the expiration of such review period, Client will submit a written statement (a "Deliverable Review Statement") to the Company Project Manager indicating acceptance of the Deliverable(s) ("Acceptance") or specifying in detail how the submitted Deliverable(s) fails to materially conform to the agreed specification, in which case Company shall be afforded a commercially reasonable period of time not less than twenty (20) Business Days to correct any nonconformities at no cost to Client, whereupon the review cycle will recommence. Deliverables will be deemed to be fully and finally accepted by Client in the event Client has not submitted a Deliverable Review Statement to Company before the expiration of the applicable review period, or when Client uses the Deliverable, whichever occurs first ("Deemed Acceptance").

Client will supply in a timely manner mutually agreed upon information, materials and actions necessary to the project including as applicable data, designs, programs, specifications, management decisions, approvals, acceptance criteria, and other information and material for Company's use in carrying out the Services ("Inputs"). The cost, if any, of furnishing such Inputs will be the responsibility of the Client. Client or a third party may further provide equipment and software ("Project Tools") to Company in order for Company to provide the Services. The cost of providing, maintaining and disposing of the Project Tools shall be the responsibility of the Client. Company's failure to perform its contractual responsibilities, to perform the Services, or to meet agreed service levels shall be excused if and to the extent Company's non-performance is caused by Client's significant omission to act, materially delay, wrongful action, failure to provide Inputs, or failure to perform its obligations under this Agreement and such failure on Client's part was brought to the attention of Client's Project Manager (if Client has assigned one) or Client's senior management via an in-person or telephone conversation with confirmation by way of e-mail, and Client had a reasonable opportunity to rectify the failure but did not do so.

The Parties are and shall remain independent contractors and Company is not an employee of Client. Company shall not be eligible for any benefits given by Client to its employees. At its own expense, Company may use employees or subcontractors to perform the Services or otherwise complete the Deliverables. Nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the Parties. Neither Party has authority to bind the other or incur any liability or otherwise act on behalf of the other Party.

Company will perform its duties and responsibilities under this Agreement in a professional and workmanlike manner in accordance with the established standards of Company's industry. Client agrees to use commercially reasonable efforts to support the activities of Company in any reasonable technical, administrative and commercial way, including providing Company with documentation, statements and credentials available to the Client which will allow Company to perform its duties and responsibilities hereunder, and promptly providing approvals and other input required for the completion of the Services.

In performing the Services, Company shall:

Client acknowledges that Company shall not be required to provide services exclusively to Client, but rather shall be entitled to provide Company's services outside and independent of Client and may conduct whatever business or practice it chooses independent of Client and for which it is not in any way responsible to Client; provided however, that Company shall devote sufficient time and attention to the provision of Services to Client to ensure the fulfillment of its obligations to Client.

During the term of this Agreement and for a period of one (1) year following its termination or expiration, the Parties agree not to directly or indirectly or through third parties solicit or hire any of the other Party's (including its Affiliates') current or previous Personnel, or employees, or senior consultants, or anyone from Company who worked under this Agreement.

Projects performed on a fixed-price, unit-based or performance-based basis will be charged as set forth in the SOW. Projects performed on an hourly service rate, or a time and materials basis will be billed in accordance with the rates stated in the SOW. In addition to the fees for Services, Client will reimburse Company for ordinary and necessary out-of-pocket expenses incurred in the performance of the Services that were pre-approved in writing by Client. All fees will be billed by Company in United States dollars. Client agrees that, at the sole discretion of Company, the Company's hourly billing rates may be changed once per calendar year. At least thirty (30) days prior to the effective date of new hourly rates, Company will provide Client with written notice of the change.

Client will pay undisputed amounts on the invoices within thirty (30) days from the date of receipt of invoice (except for those portions of any invoice that the Client disputes in good faith and in writing). Payments that are more than 10 days late will incur a 1.5% monthly late charge.

Company is not obligated to continue the work and may suspend work if any invoice is not paid on a timely basis. Client must pay all past due invoices in full prior to reinstatement of work, with the exception of a good-faith dispute as noted in section 3.2

The fees chargeable by Company are stated exclusive of all taxes, duties and levies imposed by any government body. Client shall be liable and will pay for all applicable tax liabilities such as sales, services, use or value added taxes, but specifically excluding employment related taxes concerning Company corporate taxes based on Company's net income. If Client claims exemption from any taxes resulting from this Agreement, then Client will promptly provide Company with the relevant documentation to avail of such exemption including required certificates, if any, from the relevant taxing authorities.

The Parties mutually agree that with respect to any business information of the disclosing Party which (i) is marked as "confidential," "proprietary" or some similar indication; (ii) is expressly advised by the disclosing Party to be confidential through some contemporaneous written means; or (iii) which the receiving Party would reasonably construe to be confidential information under the circumstances (collectively referred to as "Confidential Information"):

Confidential Information shall not include information that:

The terms of this Confidentiality Section shall continue in full force and effect for a period of four (4) years from the termination or expiration of this Agreement, except for Confidential Information that is a trade-secret, which shall have no expiration.

In the event of termination of this Agreement the receiving Party shall at the disclosing Party's option immediately return the disclosing Party's Confidential Information or destroy any remaining Confidential Information and certify that such destruction has taken place.

Each Party owns, and will continue to own all right, title and interest in and to any intellectual property, inventions, know how, works in any media, software, information, trade secrets, materials, property or proprietary interest that it owned prior to this Agreement, or that it created or acquired independently of its obligations pursuant to this Agreement (collectively, "Retained Rights"). All Retained Rights not expressly transferred or licensed herein are reserved to the respective owner. No joint intellectual property shall be created under this Agreement.

The Parties each represent and warrant that they have obtained all necessary corporate approvals to enter into this Agreement and that no consent, approval, or withholding of objection is required from any external authority with respect to the entering into of this Agreement. The Parties further represent and warrant that they are under no obligation or restriction, nor will they assume any such obligation or restriction, that would in any way interfere or conflict with any obligations under this Agreement.

The Parties covenant that they will comply with all applicable laws and regulations in their conduct pursuant to this Agreement. The Parties further covenant that a change in laws that materially alters the assumptions upon which Company or Client entered this Agreement or a particular SOW shall warrant a Change Order.

Company warrants that it will perform the Services in a professional and workmanlike manner and that its personnel have the requisite skills and experiences to perform the Services.

Company warrants that it will correct any deficiencies in any Deliverable(s) or Service(s) provided such deficiency is notified by Client to Company in writing within a period of one hundred eighty (180) days following Acceptance or Deemed Acceptance ("Warranty Period") and has specified in detail the nature of the deficiency, and provided further that Company shall be afforded a commercially reasonable period of time to correct such deficiency at no cost to Client. Company shall have no obligation to correct Company's deficiencies to the extent they were caused by: (1) third party software or services that were not provided by Company, or instructed not to be used, relating to the Deliverable(s); (2) gross negligence of Client; (3) improper or unauthorized use of the Deliverable; (4) use of the Deliverable in a manner for which it was not reasonably intended, or as explicitly stated in the SOW, or use of the Deliverable in connection with a technical environment other than as specified in the Statement of Work or agreed by the Parties; (5) unauthorized modifications of the Deliverable; or (6) reasonably unforeseeable causes external to the operation of the Deliverable. The warranty provision in this Section shall not apply to projects where Company had no control or no joint responsibility for project management (i.e. it shall apply if Company had sole or joint project management responsibility). Upon expiration of the period stated in this clause, Client shall be solely responsible for the management, maintenance and support of the Deliverable(s) unless such services are separately contracted with Company.

EXCEPT AS OTHERWISE AGREED TO BY THE PARTIES IN THIS AGREEMENT OR IN A SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND. COMPANY EXCLUDES AND DISCLAIMS ALL WARRANTIES, CONDITIONS OR STATEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT DELIVERABLES WILL BE ERROR-FREE.

Each Party to this Agreement will defend, indemnify and hold harmless the other Party and each of its parent company, affiliate companies, officers, directors, employees and agents against and in respect of any loss, debt, liability, damage, obligation, claim, demand, fines, penalties, forfeitures, judgment, or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation, all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, "Damages") arising out of, resulting from or based upon any claim, action or proceeding by any third party, including any governmental or regulatory body, alleging facts or circumstances constituting a breach of the obligations, representations or warranties of the indemnifying Party set forth in this Agreement.

If a Party entitled to indemnification under this Section (an "Indemnified Party") makes an indemnification request to the other Party, the Indemnified Party shall permit the other Party (the "Indemnifying Party") to control the defense and disposition or settlement of the matter at its own expense; provided, however, that the Indemnifying Party may not enter into any settlement thereof without the Indemnified Party's prior written consent (not to be unreasonably withheld or delayed) unless the Indemnified Party is fully and unconditionally released from such claims without any admission of liability and the Indemnified Party is not subject to any injunctive or other equitable relief or other obligations. The Indemnified Party shall be permitted to participate in such defense and represent itself at its own expense with counsel of its own choosing. The Indemnified Party shall notify the Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with the Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure.

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (i) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) ANY DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN EXCESS OF THE AGGREGATE AMOUNTS EQUAL TO THE FEES PAID TO COMPANY BY CLIENT UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM.

This Agreement shall remain effective from the Effective Date until terminated as provided under this Agreement.

Either Party may, without cause, or for its own convenience, terminate any SOW and/or this Agreement upon written notice of sixty (60) days to the other Party.

Either Party may terminate any SOW and/or the entire Agreement upon written notice to the other in the event that: (a) the other Party commits a material breach of the Agreement or the SOW (including non-payment by Client of undisputed invoices) and fails to cure such default to the non-defaulting Party's reasonable satisfaction within thirty (30) days after receipt of notice; or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors' rights, or otherwise ceases to conduct business in the normal course.

Upon termination of the Agreement or an SOW hereunder, Client shall pay Company: (1) all undisputed fees as specified in the SOW and expenses up to the effective date of the termination, including work in progress, plus fees for the applicable notice period for Company's services during such period; and (2) any termination charges agreed to in the applicable SOW. If this Agreement is terminated before all SOWs executed hereunder are terminated or completed ("Open SOW"), the terms of this Agreement shall remain in full force until the termination or completion of such Open SOW.

Notwithstanding anything to the contrary contained in this Agreement, upon termination or expiration of this Agreement, Company may, in its sole discretion, perform such activities as are agreed to by the Parties, and Company will be entitled to charge for such activities at its customary hourly rates described under this Agreement, or such other rates as mutually agreed to by the Parties. Such activities may include those activities and tasks that are necessary to assist Client in transitioning Services to another vendor and/or back in-house. On Client's instructions, Company shall promptly return or destroy all of Client's materials, tools, hardware, software, Inputs, data and Confidential Information, in Company's possession.

If either Party is unable to perform any of its obligations under this Agreement because of circumstances beyond the reasonable control of the Party, such as an act of God, fire, casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, assertion or requirement of any governmental authority, global or national epidemic/pandemic, or destruction of production facilities (a "Force Majeure Event"), the Party who has been so affected shall immediately give notice to the other Party and shall do everything reasonably practicable to resume performance, except that Client shall not be excused in any event from timely meeting its payment obligation for services already performed. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended for the period of such Force Majeure Event.

Client and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the Parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including without limitation the interpretation or breach thereof, shall be submitted by either Party to binding arbitration in the State of Illinois, City of Chicago, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

The arbitration shall be conducted by one arbitrator, who shall (a) be selected in the sole discretion of the American Arbitration Association administrator, and (b) be a licensed attorney with at least ten (10) years of experience in the practice of law and at least five (5) years of experience in the negotiation or litigation of technology or professional services contracts. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Illinois sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages that are not compensatory, even if permitted under applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final, binding, and enforceable in any court having jurisdiction over the Parties and the subject matter of the arbitration.

Nothing herein shall preclude either Party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of this Agreement relating to intellectual property, confidentiality, non-solicitation, or to otherwise maintain the status quo pending outcome of any litigation.

The Client and the Company agree that, during the term of this Agreement and following the expiration or termination of this Agreement for any reason, neither Party shall disparage or damage the other Party's reputation, name or status, and further that the Client shall not disparage or defame the reputation, name or status of any of the Company's principals, employees, members, managers, officers, directors and shareholders in any manner, whether verbally or through any other form of media, including, without limitation, social media. The terms of this provision shall survive the expiration or termination of this Agreement without limitation.

This Agreement will be governed by and interpreted under the laws of the State of Illinois, without regard to its conflicts of law provisions. The Parties hereby irrevocably and unconditionally agree to the sole and exclusive jurisdiction of the state and federal courts located in Cook County, Illinois (including the United States District Court for the Northern District of Illinois) for any dispute arising out of or related to this Agreement or any Statement of Work, except as otherwise required by the arbitration provision above. The Parties waive their right to a jury trial to the fullest extent permitted by law.

The Agreement will be binding on the Parties hereto and their respective successors and assigns. Neither Party may assign the Agreement or SOWs without the prior written consent of the other. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties.

A delay or omission by either Party to exercise any right or power under the Agreement will not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement.

This Agreement and all exhibits, schedules, and Change Orders set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein.

No amendment or change to the Agreement or any SOW, or any waiver or discharge or any rights or obligations under the Agreement or any SOW, will be valid unless in writing and signed by an authorized representative of the Party against which such amendment, change, waiver or discharge is sought to be enforced.

In the event that a court finds any provision of this Agreement, or any SOW, invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.

Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement will survive termination or expiration of the Agreement and continue in full force and effect, including the following: Sections 2, 3, 4, 5, 6, 7, 8, 11, 12 and 13.

Company may identify Client as a customer in standard marketing materials.

The Agreement may be executed in several counterparts and via electronic signature, all of which taken together will constitute one single agreement between the Parties.