Standard Contract for Consulting Services

This Agreement is between ("Client"), and RGW IT SERVICES SPRL ("RGW IT SERVICES SPRL"), having its principal place of business at Avenue Reine Astrid 92, 1310 La Hulpe, Belgium

In consideration of Client retaining RGW IT SERVICES SPRL to perform support services for Client, it is agreed as follows:

1. Compensation and Term

Client hereby retains RGW IT SERVICES SPRL and RGW IT SERVICES SPRL hereby agrees to perform the following services: Consulting services of RGW IT SERVICES SPRL as required by Client, for a business day or half of a business day. RGW IT SERVICES SPRL will at various times perform services at Client's headquarters, at other Client facilities, or at RGW IT SERVICES SPRL facilities, as directed by Client. RGW IT SERVICES SPRL will perform the services at various times and for various durations as directed by Client.

Reasonable and necessary business and travel expenses actually incurred by RGW IT SERVICES SPRL shall be reimbursed by Client upon submission of expense reports with back-up documentation. All such expenses and all travel plans must be approved in advance by Client.

RGW IT SERVICES SPRL shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make in advance the full payment for services within 1 business day of invoice. If RGW IT SERVICES SPRL brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.

This Agreement shall remain in effect until all obligations under this Agreement have been properly completed. Either party to this Agreement may terminate this Agreement with or without cause by providing at least 1 days written notice to the other party.

2. Warranties by RGW IT SERVICES SPRL

RGW IT SERVICES SPRL represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial and municipal laws. Client shall provide requisite training for additional products or services required by this Agreement which are not within RGW IT SERVICES SPRL's area of expertise.

3. Independent Contractor

RGW IT SERVICES SPRL acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. RGW IT SERVICES SPRL shall not enter into any contract or commitment on behalf of Client. RGW IT SERVICES SPRL further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.

4. Confidentiality

RGW IT SERVICES SPRL recognizes and acknowledges that this Agreement creates a confidential relationship between RGW IT SERVICES SPRL and Client and that information concerning Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information." RGW IT SERVICES SPRL agrees to follow Client Information Security procedures and otherwise take all reasonable precautions for the protection of Confidential Information.

5. Non-Disclosure

RGW IT SERVICES SPRL agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client. RGW IT SERVICES SPRL further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

6. Grant

RGW IT SERVICES SPRL agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Client's prior written consent. Any rights granted to RGW IT SERVICES SPRL under this Agreement shall not affect Client's exclusive ownership of the work product.

7. Office Rules

RGW IT SERVICES SPRL shall comply with all office rules and regulations, including security requirements, when on Client premises.

8. Conflict of Interest

RGW IT SERVICES SPRL shall not offer or give a gratuity of any type to any Client employee or agent.

9. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Region of Wallon Belgium.

10. Entire Agreement and Notice

This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered email.