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”.

“Vendor” (name as it
exactly appears in
Customer’s current
Articles of Incorporation
or equivalent organization
documents)
State in which Vendor’s
Articles of Incorporation
or organization documents
are filed
Country
Contact Name
Street Address
City State Zi
p
Telephone Fax
Email Mobile
Alternate Contact Name
Telephone Fax
Email Mobile
Effective Date
Initial term The initial term of this Agreement shall commence on the
date of signing this Agreement and shall continue in full
force and effect for a period of thirty-six (36) months.
This Agreement shall be automatically extended for
successive one-year periods thereafter unless canceled by
either party on at least ninety (90) days written notice
prior 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.
 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 into
vendor contact through referred source Ex (Client’s associates, partners,
affiliates, employees).

(c) Vendor: Mean Include but not limited to individual(s) and or entity
contacted to Client, Inc, to find Client who can provide them outsourced
business(s) or related services include but not limited to call center and data
entry 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, Merchant
account or any other services related to business process outsourcing
industry.

(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) for
each 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 to
project information, signup process, and financials. The Exhibit D includes
but not limited to Client Contact Information released after completing terms
and condition of corresponding Exhibit C. C
 (c) Dream Merchant Program: A separate Exhibit E contains service level
parameters and compensation will be signed and to be considered as part of
this agreement for each of products or services offered under Dream
Merchant Program.

(d) STOP Solutions Program: A separate Exhibit F will be signed and

to 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 BE
strictly for the business which are specified in Exhibit(s) of this
agreement. (ii) Vendor will not refer Company’s 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 execute
any other business(s) with the same Client for any reason or case
whatsoever without written authorization of Company (iv) Vendor will
not 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. Don’t 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 DNC
violation 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 clause

2(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 from
Client. If any party received payment from client shall pay a reasonable share
according 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 on
unpaid 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 strict
confidence 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 and
invoices (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
 WRITTEN APPROVAL OF Concerning Party. . The Parties shall
disclose Confidential Information only to employees who need to know
such information to evaluate the possible business transaction.
The parties shall not use any Confidential Information for any purpose
except 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 OWN
ACCOUNT. THE PARTIES ACKNOWLEDGES THAT PARTIES
WILL NEITHER RESPONSIBLE NOR LIABLE FOR ANY
BUSINESS DECISIONS MADE BY THE EITHER PARTY IN
RELIANCE UPON ANY CONFIDENTIAL INFORMATION
DISCLOSED PURSUANT HERETO.
8. Confidential Information. "CONFIDENTIAL INFORMATION" IN
THIS AGREEMENT MEANS ALL INFORMATION AND ANY IDEA
IN WHATEVER FORM, TANGIBLE OR INTANGIBLE, WHETHER
DISCLOSED TO THE RECEIVING PARTY, PERTAINING IN ANY
MANNER TO THE BUSINESS OF THE DISCLOSING PARTY OR
TO 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 INTANGIBLE
FORM, 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 ABOUT
COSTS, PROFITS, MARKETS AND SALES; (C) PLANS FOR
FUTURE DEVELOPMENT AND NEW PRODUCT CONCEPTS; (D)
OUR CUSTOMER INFORMATION, INCLUDING BUT NOT
LIMITED 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 OR
RETRIEVED BY ANY MEANS, THAT HAVE BEEN OR WILL BE
GIVEN TO THE RECEIVING PARTY BY THE DISCLOSING
 PARTY, AS WELL AS WRITTEN OR VERBAL INSTRUCTIONS OR
COMMENTS.

9. No Obligation of Confidentiality. The obligation of confidentiality

shall 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's
communication 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 of
business 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 completely
destroyed.

10. Agreement Not to Compete Vendor shall devote its professional efforts,
skill, and diligence to the conduct of the business contemplated hereunder
and shall not provide access to any entity include but not limited to
company, or individual to Company’s Client or Business which might be
confused with or otherwise compete with Company and or associate,
during the term of this Agreement and for a period of one (2) year
following 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 not
directly or in directly hire or attempt to hire any full time or part time employees of
each other with written authorization of concerning party.
12. Information Transmission: Vendor agrees to receive free referral‘s
business information, alerts and pre-paid referral contact information
through email from Company time to time.
13. Use of Information by Recipient. The Receiving Party agrees to use the
Confidential Information only for the purposes of evaluating the
 possibility of a future collaboration between the parties and in connection
with such future collaboration, if any. The Receiving Party agrees to
restrict disclosure of the Confidential Information solely to its employees
and agents who have a need to know such Confidential Information and
to advise such persons of their obligations of confidentiality and non-
disclosure hereunder. Further, THE RECEIVING PARTY SHALL NOT
DISCLOSE THE CONFIDENTIAL INFORMATION TO THIRD
PARTIES, INCLUDING INDEPENDENT CONTRACTORS OR
CONSULTANTS, WITHOUT THE PRIOR EXPRESS WRITTEN
CONSENT OF THE DISCLOSING PARTY, AND SHALL ADVISE
SUCH THIRD PARTIES OF THEIR OBLIGATIONS OF
CONFIDENTIALITY AND NON-DISCLOSURE HEREUNDER. The
Receiving Party agrees to use reasonable means, not less than those used
to protect its own proprietary information, to safeguard the Confidential
Information. It shall not be a violation of this Agreement to disclose
Confidential Information to a governmental entity with jurisdiction over
it if the Receiving Party becomes legally obligated to disclose
Confidential Information to such governmental entity; provided that, the
Receiving Party will give the Disclosing Party prompt written notice to
allow the Disclosing Party to seek a protective order or other appropriate
remedy. Such notice must include, without limitation, identification of
the information to be so disclosed and a copy of the order. The
Receiving Party will disclose only such information as is legally required.
14. COMPANY INDEMNIFICATION. Vendor agrees to indemnify and hold
harmless 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 attorney’s fees and costs or
any investigation or action related thereto) (“Losses”) suffered or incurred by
Vendor 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 by
Company.
15. VENDOR INDEMIFICATION :Company agrees to indemnify and hold
harmless Vendor 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 attorney’s 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, its
officer(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 bypass
each 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
 contract with any of Clients for existing and /or future outsourcing campaigns.
This non circumvent withstands any termination of this or future agreements
between the Parties.
17. Dispute: (1) If a dispute arises out of or relates to this Agreement, or the breach
thereof, the parties agree to first try in good faith to settle the dispute by
mediation under the Commercial Mediation Rules of the Canadian Arbitration
Association, before resorting to arbitration. Thereafter, any remaining
unresolved controversy or claim arising out of or relating to this Agreement, or
the 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 court
having jurisdiction thereof. (2) In the event of any arbitration or litigation
between the parties hereto to interpret or enforce any provision or right
hereunder, the unsuccessful party to such litigation or arbitration covenants and
agrees to pay to the successful party therein all costs and expenses expressly
including, but not limited to, reasonable legal fees incurred therein by such
successful party, which costs, expenses and legal fees shall be included in and as
part of any award or judgment rendered in such arbitration or litigation. (3) If a
dispute or breech of this agreement is a result of Client’s failure to pay invoices
presented 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 to
collect 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 doing
by the client.
18. FORCE MAJORS. Neither Vendor shall be liable for any damages, loss, delay
or errors resulting from conditions or circumstances beyond its reasonable
control. In the event of any such occurrence, performance shall be suspended to
the 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 of
that Vendor’s 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 any
respect, 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 serves
the 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 of
this Agreement could cause the Company irreparable harm and significant
injury, the amount of which may be extremely difficult to estimate, thus, making
any 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 an
order 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
 other remedy available to the Disclosing Vendor in law or equity.
23. Survival. Each Vendor's duty of confidentiality under this Agreement regarding
the 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. Both
parties agree to fulfill their obligation of those business(s) which has signed
before termination. If this agreement terminated due to violation of clause
number 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 of
this 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 the

Effective Date.

Company: Vendor:

Signature: Signature:

Name (printed): Name (printed):

Title: President Title:

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