In consideration of this Agreement and the mutual promises herein contained, the parties hereto agree as follows:

1. Engagement of Services

The Client hereby engages DPS and DPS hereby agrees to provide the Services as specifically set forth in Exhibit B hereto. It is expressly understood by the Client that nothing in this Agreement shall preclude DPS from providing Services or similar services to any other person or entity.

2. Client Content

Client shall timely deliver or facilitate the preparation of Client Content to DPS as required by DPS to perform the Services in professional manner in accordance with applicable law. “Client Content” shall mean any materials, including but not limited to, payroll records, bank records, accounting and other financial records, employee records, facts, figures, manuals, customer information, numbers, charts, analyses, processes, whether written or oral, provided by the Client to DPS so that DPS may perform the Services. It is Client’s responsibility to ensure that all Client Content provided to DPS is complete and accurate. If Client discovers that any Client Content is not complete or accurate, Client shall immediately notify DPS in writing.

3. Fees

As compensation for the Services rendered on behalf of Client by DPS hereunder, Client shall pay the Fees to DPS as set forth in Exhibit C hereto. If no payment schedule is set forth in the Exhibit C, Client shall pay the Fees monthly in arrears as invoiced by DPS.

4. Expenses Incurred in Connection With Performance of Services

Client shall pay, or promptly reimburse DPS for, any out-of-pocket expenses, including travel and travel-related expenses, incurred by DPS in connection with the performance of Services. These expenses may include general office and clerical expenses such as copying, telecopy, telephone, courier, translation and/or transcription services.

5. Taxes

Client shall pay or reimburse DPS for all taxes levied or imposed by reason of the performance by DPS under this Agreement; excluding, however, income taxes on profits which may be levied against DPS.

6. Third Party Engagements

If during the Term of this Agreement, or as part of the proposed solution or plan of action to increase Client’s efficiencies, DPS recommends the engagement or involvement of a third party, such formal engagement and the attendant financial or legal responsibility to that third party shall, at all times, remain with Client.

7. Term

The Term of this Agreement shall be as set forth in the Cover Page or, if no term is specified in the Cover Page, this Agreement shall remain in effect until the Services are completed or until this Agreement is earlier terminated pursuant to its terms (the “Term“).

8. Termination

Either Party may terminate this Agreement for any reason and upon thirty (30) days’ prior written notice to the other Party; provided, however that upon any termination or expiration of this Agreement, Client shall pay DPS (a) any and all unpaid and outstanding Fees through the effective date of termination or expiration of this Agreement (including all fees for the month in which the Agreement is terminated) plus (b) all costs and charges incurred in connection with providing the Services to Client, including all resulting demobilization or termination costs resulting from a termination by Client prior to the end of the Term.

9. Proprietary Rights

Subject to Client’s ownership interest in the Client Content, all materials, whether patentable, copyrightable or not, which are made, developed, invented, created, contributed to, reduced to practice, or conceived by DPS, whether solely or jointly with others, and whether within the scope of this Agreement or relating to the businesses of Client, including, but not limited, to reports, solutions, formats, outlines, data compilations, analysis, know-how, methodologies, processes, designs, structures, formulae, techniques, trade secrets, trademarks, copyrights, patents, improvements and modifications to any of the foregoing or to Client’s Content, and any other proprietary rights inherent therein and appurtenant thereto (collectively “DPS’ Output”) shall remain the sole and exclusive property of DPS or its suppliers. Client hereby irrevocably and unconditionally transfers and assigns to DPS all rights, title and interest which Client may have or acquire in and to DPS’ Output. Client acknowledges that use of DPS’ Output is limited to use for internal purposes only. Client further agrees not to, directly or indirectly, alone or jointly with another Person, commercially exploit DPS’ Output or otherwise disclose or divulge DPS’ Output to a third party. In no event shall Client, show, share, divulge, disseminate, publicize, circulate or otherwise distribute DPS’ Output to any other party without DPS’ prior written consent. Client acknowledges and agrees that DPS is in the business of analyzing, diagnosing, proposing and implementing solutions in order to improve business efficiencies, and that DPS shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit DPS’ Output in providing such services.

10. Confidentiality

Each Party acknowledges and agrees that during the course of this Agreement, information that is confidential or proprietary in nature will be exchanged among the Parties. Such confidential information shall include, but not be limited to, the Client’s Content, DPS’ Output, techniques, forms, reports, outlines, processes, methodologies, cost pricing techniques, budgets, business plans, practices and procedures, compilations of information and customers, protocols, forecasts, business and contractual relationships, financial data and information, pricing, billing and collection information and processes, operational methods, acquisition or expansion plans, methods of doing business, inventions, research and development, business systems and procedures, planning and strategies, marketing plans, materials, programs and related data, product information, services, the names, addresses and/or phone numbers of employees and other unpublished financial information (“Confidential Information”). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third Party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement, each Party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each Party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement.

11. Privacy and Information Security

Client and DPS agree to abide by all applicable federal, state, and local privacy laws with respect to employee information, and information and data of one another, including information which is not defined as Confidential Information hereunder. DPS maintains information security and safeguarding systems and takes reasonable precautions to prevent loss of Client Content, as well as unauthorized access to, and disclosure of, Client Content, but DPS does not guarantee against any such loss and/or unauthorized access or disclosure.

12. Independent Contractor Status

It is specifically recognized and agreed that the Services of DPS are those of an independent contractor with respect to Client. Nothing contained in this Agreement shall be construed to create a joint venture, partnership, employer-employee relationship, association, or other affiliation or like relationship between the parties. In no event shall either Party be liable for the debts or obligations of the other nor shall either Party have the right to bind the other Party. DPS will not be treated as an employee of Client. Client will not withhold on behalf of DPS any sums for income tax, unemployment insurance, or social security.

13. DISCLAIMER OF WARRANTY

DPS MAKES NO WARRANTIES HEREUNDER OTHER THAN AS EXPRESSLY SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION THE EXHIBITS HERETO, AND DPS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

14. LIMITATION OF LIABILITY

DPS SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WITH RESPECT TO DPS’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF DPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF DPS TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO DPS BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS

15. Governing Law; Dispute Resolution; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without regard to principles of conflict of laws or comity). Any controversy or claim, demand, dispute or charge or cause of action (in any such case, a “ Claim ”) arising out of or relating to this Agreement, including the termination, validity, interpretation or breach hereof shall be settled by arbitration before a single arbitrator conducted in the English language in Miami, Florida, U.S.A., in accordance with the then applicable rules of the American Arbitration Association (the “AAA”) for Commercial Disputes (the “Arbitration Rules”), as modified in this Agreement. The powers of the arbitrator shall include the awarding of injunctive or other equitable relief but shall not include the power to modify or amend in any respect the provisions of this Agreement. The arbitrator shall include in any award the amount of the reasonable attorneys’ fees and expenses and all other reasonable costs and expenses of the arbitration incurred by the prevailing Party. Except as provided above, each Party shall bear his or its own attorneys’ fees and expenses and the Parties shall bear equally all other costs and expenses of the arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing contained in this Agreement shall be construed to limit or preclude a Party from bringing any action in a court of competent jurisdiction (within the provisions of the two succeeding sentences) for equitable or provisional relief in the event a claimant is suffering irreparable harm for which monetary damages are inadequate to protect the rights or property of that Party or to compel another Party to comply with its obligations under this Agreement during the pendancy of the arbitration proceedings. For purposes hereof, the Parties hereby irrevocably submit in any such suit, action or proceeding to the exclusive jurisdiction of any court having jurisdiction located in Dade County, Florida, U.S.A., and waive any and all objections to such jurisdiction or venue that they may have under the laws of any state or country, including any argument that jurisdiction or venue are inconvenient or improper. Each party agrees that service of process may be effected by notice given pursuant to the terms for notices given hereunder.

16. Amendment and Waiver

This Agreement may not be amended, altered or modified except by a writing signed by all Parties. Any failure of any Party to comply with any obligation, covenant, agreement or condition herein may be waived in writing by the other Parties. Any such waiver or failure to insist upon compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. All waivers to be effective shall be in writing and signed by the waiving Party. The recitals herein are true and correct and are incorporated herein by reference.

17. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the balance of this Agreement shall remain in effect and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

18. Notices

Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by email or registered mail, a recognized overnight delivery service, electronic mail, or by other means which affords the sender evidence of delivery, or of rejected delivery, to the respective party at the addresses shown on the Cover Page, unless and until a different address has been designated by written notice to the other party. Any notice by a means which affords the sender evidence of delivery, or rejected delivery, shall be deemed to have been given at the date and time of receipt or rejected delivery.

19. Interpretation

Client and DPS each acknowledge that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

20. Survival

The expiration or earlier termination of this Agreement will not affect any accrued rights or liabilities of either party or affect any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such expiration or termination, including without limitation this Section and any provisions of this Agreement relating to warranties, confidentiality provisions, proprietary rights, limitation of liability, and payment obligations.

21. Entire Agreement

THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS BY AND BETWEEN DPS AND CLIENT AS WELL AS ALL PROPOSALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS OR DISCUSSIONS HERETOFORE BETWEEN THE PARTIES RELATED TO THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED HEREIN. TO THE EXTENT OF ANY CONFLICT BETWEEN THESE GENERAL TERMS AND CONDITIONS AND THOSE OF ANY OTHER EXHIBIT HERETO, THE TERMS OF CONDITIONS OF THE OTHER EXHIBIT SHALL GOVERN AND CONTROL.

PAYROLL SERVICES

1. Payroll Services

DPS agrees to perform, for the benefit of Client, the following payroll services: (i) pay Client’s employee’s as reported by Client to DPS; (ii) withhold and remit federal, state and local employment taxes, as well as any garnishment order or collective bargaining agreement; (iii) deliver payroll to Client; (iv) process direct deposits to those of Client’s employees electing such service; and (v) process the appropriate tax forms and/or reports (collectively "Payroll Services"). Client acknowledges and agrees that DPS’s Services are not intended to be and will not be relied upon by Client as either legal, financial, insurance or tax advice, DPS is not, and will not be, Clients’ record keeper, Accordingly Client will maintain such records as Client is otherwise required to maintain in the ordinary course of business. DPS shall not be responsible for providing Services as it relates to Client’s independent contractors or other third parties. Client agrees that the Services will be utilized by Client solely in the United States.

2. Sample Documents

DPS may provide Client certain documents and materials that are not produced and delivered in the performance of the Payroll Services, including but not limited to employee classifications, employee’s rates, regulations, job applications, employee notices, employee letters, company handbooks, and company policies. These documents and materials are provided by DPS as samples and may not be suitable for every situation. These documents and materials should not be considered legal advice or legal opinion. Client is responsible for reviewing the applicable law in Client’s jurisdiction and consulting with experienced counsel for legal advice. If Client uses any such documents or materials (either “as is” or by modifying the form), Client is responsible for all content.

3. Human Resources Assistance

From time to time, DPS or a third party may provide assistance or support to the Client in connection with human resources (HR) issues, including but not limited to onboarding services 1, HR consulting services, time and attendance services, recruitment services, trainings services, employee support services, and benefits services (either on site, by phone, or electronically). These services are intended to assist the Client in managing its workplace and shall not be considered legal advice or legal opinion, nor shall DPS be deemed to assume any responsibility with respect to Client’s workforce in connection with such services. DPS shall not be liable for any claims, losses or expenses related to such services, and Client shall indemnify and defend DPS from any and all such claims, losses, and expenses. Client is responsible for reviewing the applicable law in Client’s jurisdiction and consulting with experienced counsel for legal advice regarding all matters related to human resources.

4. Wage Garnishment Services

Administration of child support orders, creditor garnishments, tax levies, bankruptcies; which includes garnishment data and order processing, response and notification services, payment processing, and disbursement of payments to the appropriate payees, and inquiry management for employees, custodial parents, agencies, and other third parties pursuant to the statement of services shall be Client’s responsibility, and Client shall indemnify and defend DPS from any and all claims, losses, and expenses related to same. DPS shall setup the garnishment order in the payroll system but will not be responsible for complying with such payments. DPS will act solely as a third-party service provider of garnishment data processing and payment processing. However, DPS’s garnishment configuration service is not a substitute for the advice of an attorney.

5. Workers Compensation Insurance

DPS may configure the payroll system to process data and payments for workers compensation coverage based on the actual payroll information. Client shall obtain the workers compensation policy directly from the insurance company, and DPS will act solely as a third-party reporting agent to provide data processing and payment processing.

6. Client Information

Client shall provide to DPS, on a timely basis, all information necessary for DPS to provide the services hereunder in professional manner in accordance with applicable law. Without limiting the foregoing, it is Client’s responsibility to ensure that all information provided to DPS is complete and accurate, including but not limited to hours worked, all legally required data elements for earnings statements, job classifications, exemption status under the Fair Labor Standards Act (“FLSA”) and similar federal, state and local laws (collectively, with all regulations, rules, and judicial, regulatory and administrative orders, guidance and best practices thereunder, “Wage and Hour Laws”), and other payroll information needed to accurately pay Client’s employees (“Payroll Information”). If Client discovers that any information provided to DPS is not complete or accurate, Client shall immediately notify DPS in writing. If the data submitted by Client for processing is incorrect, incomplete or not in proper form, the Client agrees that it may be subject to additional fees for work performed by DPS to correct such data for processing.

7. Delivery of Payroll Information

Client must submit the Payroll Information to DPS no later than three (3) business days before each pay date.

8. Employee Benefits

Any responsibility and/or liability with regard to agreements for bonuses, commissions, vacations, holyday, Sick pay or similar time off accruals, and severance pay (“Nonstandard Wages”) shall remain the sole responsibility of Client. The fact that DPS may process Nonstandard Wages as part of the Payroll Services does not evidence any agreement or assumption by DPS of responsibility or liability for payment of Nonstandard Wages to Client’s employees. Client must notify DPS of any Nonstandard Wages that must be paid out at termination for a Worksite Employee.

9. Employment Eligibility

Client is responsible for verification and re-verification of employment eligibility and compliance under applicable immigration laws.

10. Direct Deposit

Client is responsible to provide a Direct Deposit Authorization Agreement Form to its employees and submit all the forms to DPS. Client shall keep records of all employee documents.

11. Tax Matters

The Client authorizes DPS as a Reporting Agent signing Form 8655. Such authorization, however, does not permit DPS to request the abatement of any penalties that may arise from the returns filed by DPS or to perform in any other way any acts that constitute representation of Client within the meaning of § 601.501(b)(13) of the Statement of Procedural Rules. (IRS – Rev. Proc. 2012-33). As a Reporting Agent for Client, DPS may perform the following acts on behalf Client:

1. Sign and electronically file Form 940, Employer’s Annual Federal Unemployment (FUTA) Tax Return; Form 941, Employer’s QUARTERLY Federal Tax Return; and those forms set forth in section 4.02(1) of this revenue procedure.
2. Sign and file on paper (to the extent the IRS does not require filing electronically) the forms set forth in section 4.02(2) of this revenue procedure.
3. Make federal tax deposits (FTDs) and other federal tax payments (FTPs) electronically via the Electronic Federal Tax Payment System (EFTPS) or the Federal Tax Application (FTA) and submit FTD information and FTP information electronically as described in section 4.02(3) of this revenue procedure.

12. International Travel/Assignments

DPS Services do not include processing and/or remitting to a foreign or US territory government any payroll and/or employment-related taxes or tax reports that Client and/or any individual Client employee has (or may) become subject to as a result of any international travel or assignment to perform work for Client in a foreign country or any US territory.

13. Payroll Account

Client designate and maintain a commercial bank checking account (the “Payroll Account”) for purposes of the Services. DPS will invoice Client for amounts necessary to cover the payroll and corresponding taxes, as well as DPS’s fees, and Client shall deposit the invoiced amount into the Payroll Account on or before the date such payroll and/or taxes are due. Client authorizes DPS to: (a) send or transmit a debit entry to the employee’s bank account in order to effect a payment made in error; (b) send or transmit to the Payroll Account, a credit entry to the account of an employee to effect a payment from employer to the employee; and/or (c) initiate withdrawals and or deposit entries to its Payroll Account for the applicable charges related to the services provided.

14. Compliance with Laws

Client and DPS shall each be solely responsible for their own compliance with all laws, government regulations and professional licensing affecting their business, products and services. DPS’s provision of Services does not relieve Client of its responsibility and obligations to comply with all federal, state and local laws, including employment and worksite safety laws. Client understands that it may now need to comply with laws that may apply as a result of the PEO relationship (e.g., state leave laws.). Client agrees to comply with, and acknowledges that it is solely responsible for compliance with, Wage and Hour Laws (including the application of any exemptions from these requirements) and the application of credits/ allowances for boards, loading or other facilities against minimum wage and overtime pay requirements.

15. Disclaimer of Liability In addition to any other limitations on liability set forth in this Agreement, DPS will not be liable for any damage or loss (including, but not limited to, liabilities, costs, and expenses) to the client or its employees arising out of its acts or omissions or those of the Client or its employees or any third parties, including, but not limited to, any courier service, the ACH, NACHA, or any other ACH organization, any Federal Reserve Bank, any receiving financial institution in which an employee maintains an account, any receiving depository institution, or any processor. The DPS makes no representations or warranties except as expressly stated herein and all other warranties express or implied are hereby specifically excluded. In no event shall DPS be liable for incidental or consequential damages even if DPS has been advised of the possibility of such damages. In no event shall DPS’s total liability to the Client or its employees pursuant to any claim arising out of or relating to this Agreement or the transactions covered hereby (whether in contract or in tort) exceed the dollar amount of the official check(s) and/or voucher(s) on which the claim is based.

16. Indemnification

In addition to any other indemnity obligations set forth in this Agreement, Client agrees to be liable for all claims, damages, liabilities and costs, including reasonable attorneys’ fees and defense costs incurred by DPS and caused by or arising out of (a) any breach of an provision of this Agreement; (b) any failure by the Client to comply with any collective bargaining agreement or provision of applicable federal or state laws, regulations, rules or operating letters including but not limited to 28 USC § 4001; and (c) any action taken by DPS in reliance upon or pursuant to any instructions or specific request of Client, (d) any failure of Client to meet its payroll or other union or employer obligations to its employees at any time.

17. Record Retention

DPS will retain all Payroll Information for three (3) years from the date the payroll is issued. This retention policy shall not relieve Client of any obligation under law to retain its own records, and DPS shall not have any liability for missing records.

18. Suspension of Services

DPS may immediately suspend its services hereunder upon any failure by Client to timely pay fees and/or costs due to DPS hereunder or during any other material breach of this Agreement.

1. Onboarding Service includes Form I-9 Employment Eligibility Verification for records purposes, and this form will not be verified by USCIS. However, in order to verify the Forms, I-9 with the U.S. Citizenship and Immigration Services, the client shall notify DPS the locations where the client elects to enroll and whether the employer is a federal contractor or a federal, state or local government organization. The client must execute a Memorandum of Understanding with the DHS and DPS (as its E-Verify employer agent) and comply with the terms and conditions set forth therein.