CORPSYSTEMS LLC.

INDEPENDENT CONTRACTOR
AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT is made and entered into as of
the XXth day of November 2009, by and between Corpsystems LLC., and
XXXXXXXXX (“Contractor”), located at XXXXXXXXXXXXXXXXXXXXX .

WHEREAS, Corpsystems LLC. Provides consulting services relating to automated

computer systems testing, load testing, performance tuning, computer system
monitoring, web acceleration, requirements management, and application life cycle
management, (the “Area of Specialization”) to its clients (Corpsystems LLC. Clients”)
through individual consultants; and contractors

WHEREAS, Contractor has the education, experience and skills in the Area of
Specialization to render valuable services to Citizencrane Clients; and

NOW, THEREFORE, for and in consideration of the covenants and conditions set forth
below, Corpsystems LLC. and Contractor hereby agree as follows:

1. Nature of Relationship. Corpsystems LLC. hereby contracts with

Contractor to provide services for the Project. Contractor agrees that it shall perform
those services as requested by Corpsystems LLC. from time to time relating to the
Area of Specialization and the Project. Effective as of the date hereof, Contractor is
and shall be an independent contractor of Corpsystems LLC. and is not, by virtue of
this Agreement or otherwise, made an agent, employee, or joint venture of
Corpsystems LLC. From and after the date hereof, Contractor shall not receive, and
shall have no claim for, any benefits provided by Corpsystems LLC. to its employees.

2. Duties. Contractor shall devote substantially all of his or her business

time, energy and skill to performing the services in furtherance of the Project
(vacations as provided hereunder and reasonable absences because of illness
excepted) and shall faithfully and industriously perform such services in accordance
with the policies and procedures adopted by Corpsystems LLC. from time to time and
communicated to Contractor. Contractor acknowledges the critical importance of
Corpsystems LLC’s maintaining a respected reputation in the business community
and shall strive to enhance such reputation by his conduct, including without
limitation by providing professional, high-quality, and effective services to
Corpsystems LLC. and the Client. Contractor shall not become personally involved in
the management or operations of any other company, partnership, proprietorship or
other entity, without the prior written consent of Corpsystems LLC; provided,
however, that so long as it does not interfere with Contractor’s contract hereunder,
Contractor may serve as an officer or director of, or otherwise participate in,
educational, welfare, social, religious, civic, trade and industry-related organizations.

3. Fees.

a. Base Fees. For his or her services hereunder, Contractor shall be paid a
base fee (the “Base Fee”) as described in Addendum 1 for each engagement that
contractor performs services for Corpsystems LLC.

Contractor further agrees and understands that, by virtue of his status of

independent contractor, he / she shall be solely responsible for withholding,
reporting, and paying any Social Security, income and other taxes due on account of
payments received under this Agreement, except that Corpsystems LLC. shall, to the

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extent of payments in excess of Six Hundred Dollars ($600) in any calendar year, file
and furnish Contractor with a copy of IRS Form 1099 reporting such payments.

4. Expenses. During the term hereof, Corpsystems LLC. shall reimburse

Contractor, as hereinafter described and agreed in addendum 1 for each
engagement when applicable, that are pre-approved by Corpsystems LLC, for
reasonable out-of-pocket expenses actually incurred by Contractor in performing his
or her services hereunder, including without limitation travel and lodging expenses.
Contractor shall be reimbursed for such expenses upon Contractor’s presentation to
Corpsystems LLC, and Corpsystems LLC. approval of, expense statements or written
vouchers or other supporting documents as may be reasonably requested by
Corpsystems LLC.

5. Vacations and Leaves of Absence. Contractor shall be entitled to

such absences for vacations, illness and personal matters as shall be approved by
Corpsystems LLC. from time to time.

6. Term and Termination of this Agreement.

a. Term. The term of this Agreement and of Contractor’s relationship with

Corpsystems LLC. shall commence upon the date hereof and shall expire upon the
later of: twelve (i) (12) months after the date hereof; and (ii) the date that all
Services to be rendered or Deliverables (as defined herein) to be delivered pursuant
to any and all Statements of Work or addendums to this agreement have been
rendered or delivered, as the case may be, to the reasonable satisfaction of
Corpsystems LLC. (the Term).

(b) Mutual Consent. This Agreement may be terminated upon the mutual
agreement of Corpsystems LLC. and Contractor at any time.

(c) Death or Disability. This Agreement shall automatically terminate

upon Contractor’s death or disability (as determined by Corpsystems LLC. in its
reasonable judgment).

d. Return of Corporate Property/Work Product. Notwithstanding

anything herein to the contrary, upon termination of this Agreement for any reason
(or upon the earlier request of Corpsystems LLC), Contractor agrees that he or she
will turn over to Corpsystems LLC. any and all property or records of Corpsystems
LLC. or any Corpsystems LLC. Clients in his or her possession or control. Contractor
acknowledges and agrees that all work products created by Contractor in performing
his or her duties hereunder shall be the property of Corpsystems LLC. or the
Corpsystems LLC. Client, as determined by Corpsystems LLC.

7. Confidentiality. Contractor acknowledges that in the course of

performing services under this Agreement, Contractor may be exposed to or acquire
information which is proprietary or confidential to Corpsystems LLC. or the
Corpsystems LLC. Clients. Any and all information of Corpsystems LLC. or any
Corpsystems LLC. Client in any form obtained by Contractor in the performance of
this Agreement shall be deemed to be confidential and proprietary information of
Corpsystems LLC. or the Corpsystems LLC. Client, as the case may be. Contractor
agrees to hold such information in strict confidence and not to copy, reproduce, sell,
assign, license, market, transfer, give or otherwise disclose such information to third
parties or to use such information for any purposes whatsoever, without the express

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written permission of the Corpsystems LLC. or the Corpsystems LLC. Client, as
applicable. All such confidential and proprietary information described herein and any
deliverables provided hereunder, in whatever form, are hereinafter collectively
referred to as “Confidential Information.” Such period of non-disclosure shall be (i)
for the applicable period of time afforded to trade secrets for any Confidential
Information that is a trade secret as defined in the Georgia Trade Secrets Act of 1990
or (ii) three (3) years for all other Confidential Information. The Contractor shall
immediately advise the owner or provider of such Confidential Information in the
event that Contractor learns or has reason to believe that any person who has had
access to Confidential Information has violated or intends to violate the terms of this
Agreement, and will reasonably cooperate in seeking injunctive relief against any
such person.

8. Non-Solicitation Covenants.

a. Covenants. Contractor acknowledges that Corpsystems LLC. has

invested, and will continue to invest during the term of Contractor’s relationship
hereunder and thereafter, substantial skills, time and money in the development of
its business. Contractor further acknowledges that as a result of his relationship with
Corpsystems LLC. pursuant to this Agreement, Contractor shall contact, solicit or
approach Corpsystems LLC. Clients and prospective Corpsystems LLC. Clients on
behalf of Corpsystems LLC. and shall have the opportunity to develop professional
relationships with Corpsystems LLC. Clients and Corpsystems LLC. employees.
Accordingly, Contractor agrees as follows:

(1) Non-Solicitation of Corpsystems LLC. Clients. Contractor

shall not, while employed by Corpsystems LLC. and for a period of one (1)
year after Contractor ceases to be a Contractor of Corpsystems LLC., directly
or indirectly, solicit, contact, call upon or attempt to communicate with any
Corpsystems LLC. Client or prospective Corpsystems LLC. Client with whom
Contractor has contact during the twelve (12) month period immediately
preceding the date of termination of this Agreement for the purpose of
providing such Corpsystems LLC. Client or prospective Corpsystems LLC.
Client with services in the Area of Specialization that are competitive with
those provided by Contractor during such twelve (12) month period.

(2) Non-Solicitation of Corpsystems LLC. Employees.

Contractor shall not, while employed by Corpsystems LLC. and for a period of
two (2) years after Contractor termination of this Agreement, directly or
indirectly, solicit for employment, attempt to employ or assist any other
person or entity in employing or soliciting for employment any employee of
Corpsystems LLC.

b. Relief. In addition to, and not in limitation of any and all remedies,
which are available to Corpsystems LLC? as a result of any breach of the provisions of
this Section 8 by Contractor, Contractor hereby agrees that Corpsystems LLC. shall
be entitled to injunctive relief.

9. Dispute Resolution. In the event of any dispute between Contractor

and Corpsystems LLC.with respect to the subject matter of this Agreement or the
enforcement of rights hereunder, either party may, by notice to the other party (the
“Mediation Notice”), require such dispute to be submitted to non-binding mediation
in Atlanta, Georgia with a mediator acceptable to Corpsystems LLC. and Contractor.
If such mediation shall not have resulted in a settlement of the dispute within sixty
(60) days from the date of the Mediation Notice, either party may require such

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matter to be submitted to binding arbitration, in Atlanta, Georgia, under the rules of
the American Arbitration Association (the “AAA”). The determination reached in such
arbitration shall be final and binding on Corpsystems LLC. and Contractor without any
right of appeal or further dispute. Execution of the determination by such arbitrator
may be sought in any court of competent jurisdiction. In the event of any litigation or
arbitration as provided under this Agreement or the enforcement of rights hereunder,
each party shall bear his, her or its own costs and expenses relating to such litigation
or arbitration, including reasonable attorneys’ fees and expenses.

10. General Provisions.

a. Notices. Any notice required or permitted to be given to a party under

this Agreement shall be given in writing by personal delivery or by mail addressed to
the other party at the address which is set forth under the signature blocks of this
Agreement or to such other address as may be substituted by notice to the other
party. All notices shall be effective upon the date of receipt.

b. Binding Effect; Assignment. This Agreement is binding upon and shall

inure to the benefit of the heirs, successors, and personal representatives and
permitted assigns of the parties hereto. This Agreement may be assigned by
Corpsystems LLC. and shall inure to the benefit of and may be enforced directly by
such assignee. Neither this Agreement nor any right of Contractor hereunder may be
assigned, nor may Contractor in any way delegate the performance of his or her
duties, covenants and obligations hereunder.

c. Survival. The provisions of Sections 7 (Confidentiality), 8 (Non-

Solicitation and Non-Inducement) and 9 (Dispute Resolution) shall survive the
termination of this Agreement for any reason whatsoever.

d. Severability. If any part or parts of this Agreement are held to invalid,

the remaining parts of the Agreement will continue to be valid and enforceable.

e. Governing Law/Waiver of Jury Trial. This Agreement will be

governed by the law of the State of Georgia, excluding its conflict-of-laws rules. Both
parties hereby expressly waive the right to jury trial in any lawsuit based upon or
arising out of this Agreement and acknowledge that such waiver was knowingly and
voluntarily made.

f. Headings. The headings in this Agreement are for reference purposes

only and shall not affect the meaning or construction of the terms of this Agreement.

g. Entire Agreement. This Agreement contains the complete and

exclusive understanding of the parties with respect to the subject matter hereof. No
waiver, alteration, or modification of any of the provisions hereof will be binding
unless in writing and signed by a duly authorized representative of the party to be
bound. Neither the course of conduct between the parties nor trade usage will act to
modify or alter the provisions of this Agreement.

h. Waiver. The waiver by either party to this Agreement of a breach of any

term of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof. No such waiver shall be effective unless in writing. No
delay or failure by Corpsystems LLC. to exercise any right or remedy hereunder shall
operate as a waiver thereof.

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i. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an
original.

j. Definitions. Wherever the context shall so require, all words herein in

any gender shall be deemed to include the other or neuter gender and all singular
words shall include the plural, and all plural words shall include the singular.

IN WITNESSES WHEREOF, each of Corpsystems LLC. and Contractor has executed this
Agreement as of the day and year first above written.

Corpsystems LLC.

By: Corpsystems LLC By:

_____________________________

Title: HR: Name Printed:

____________________

Name Printed: SS# or Tax

ID#____________________

Add
ress: ________________________________________
_______________________
_________________

Addendum No.1

DESCRIPTION OF ASSIGNMENT

This work assignment shall be incorporated into the Independent Contractor

Agreement between Corpsystems LLC. and XXXXXXXXXXX, which is dated this XX
day of November , 2009.

Description of Work to be Performed:

Consultant:

Provisions of Engagement Including Expense Reimbursement

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 Work Begin Date:
Work End Date:
Contractor Hourly Rate of Pay:

Corpsystems LLC
Contracting Party
By: By:

Name: Name:

Title: HR Title:

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