This contract outlines the terms of service offered by Resource Box, Inc., 400 Post Avenue, Suite 306, Westbury, New York 11590, hereinafter referred to as "Resource Box", including its heirs, legal representatives, successors, assignees, and agents and CLIENT NAME, hereinafter referred to as "CLIENT" with full contact details provided under Account Details section of your Resource Box Account.

The Client seeks to engage Resource Box to provide a remote offshore office and staffing service. Included within this service is one Expert to provide designated services by working eight hours a day five days a week (40 hours a week, excluding any break time), with no overtime.

In consideration for services provided under this Terms of Agreement, The Client agrees to pay a MONTHLY SERVICE FEE to Resource Box.

In consideration for services provided under this Terms of Agreement, The Client agrees to pay a MONTHLY SERVICE FEE to Resource Box.

Start date:	Date indicated on Confirmation Notice
Monthly service fee per expert (for first 12 months):	As per confirmation notice
Deposit required upon execution of this contract:	50% of monthly service charge
Approved methods of payment:	Credit card or wire transfer

First month payment must be received 3 days before expert's first day at work.

Expert will start on the 1st of the next calendar month from date client accepts their candidate unless otherwise indicated by Resource Box.

Expert salary will increase at a rate of 5-10 percent of current invoice rate after one year of continuous service.

Resource Box agrees to provide services of its management team and designated Expert during the validity of these Terms of Agreement;

The Experts provided by Resource Box are to be hired for the purpose of performing the work of The Client and shall perform exclusively from the production areas of Resource Box, wherever located. Experts are not permitted to work from home, and shall be under the supervision and guidance of the Resource Box Management Team at all times.

As Resource Box is the legal employer of the Experts the Client does not have the authority to grant approval for any Expert to work from home or to do work when not physically at a Resource Box approved facility.

Resource Box will be responsible for providing on-site physical supervision of the Expert on behalf of the Client. Resource Box will provide a safe and adequate working space and facilities, technical support and assistance, equipment, employer related responsibilities, (such as tax, payroll, insurance and labor laws) and administrative services necessary to support the performance of services under this Contract.

Equipment supplied under this service contract by Resource Box shall include a Resource Box issued computer equipped with web cam and headset, Microsoft Office, Skype and Yahoo Messenger for communication purposes.

The following equipment may be provided at an additional charge: printer, fax, scanner, IP Phone

If the Expert requires a dedicated printer, fax or scanner, they may be ordered at an additional fee.

Telephone Calls: Occasional calls made on a Resource Box Main Line shall be provided free of charge. Should usage of the Main line by the Expert prove to be frequent, a dedicated IP phone will need to be ordered and the calls will be charged as per actual.

Resource Box does provide additional software for Expert use at an additional cost.

Resource Box reserves the right to presume The Client is completely satisfied with the Expert's work ethic, behavior, performance, skill set or experience unless The Client communicates otherwise to Resource Box.

The Client shall not be responsible for taking care of tax implications, insurance, health benefits, and compliance with applicable laws in respect of the Expert. Resource Box will be responsible for ensuring compliance with the applicable laws pertaining to the Expert.

Resource Box is responsible and liable for any copyright infringement of software use by the Expert that is the direct result of software provided by Resource Box for use by the Expert.

The Client shall have the right to interview, test, and, with its sole discretion, accept or reject any candidates presented for The Client's consideration;

During the term of the Terms of Agreement and for a period of [24] months following the date of its termination, The Client agrees not to, directly or indirectly: solicit, induce or entice away from Resource Box or any associated company; employ, engage or appoint or in any way cause to be employed, engaged or appointed (or have any other dealings with) ; any candidate presented to it by Resource Box or any Expert who performs or has performed services for The Client whether or not such Expert would commit any breach of his or her contract or employment or engagement by leaving the service of Resource Box or any associated company;

The Client shall also be responsible to oversee that no such initiative is taken by its agents, subsidiaries, or associates; and The Client undertakes to ensure such compliance by keeping the condition referred to in these terms of Terms of Agreement and inform all those concerned on behalf of The Client;

If the services of the Expert of Resource Box are terminated for any reason, The Client agrees not to deal with such Expert in any manner or capacity whatsoever;

The Client shall also not circumvent Resource Box to engage another Expert through the connection of the Expert already provided by Resource Box ; The Client shall be obliged to seek the assistance of Resource Box instead;

The Client cannot re-negotiate the Monthly Service Fee once The Client has accepted the Expert as per the agreed rate on the Confirmation Notice.

The Client is not assigned but rather selects the Expert they work with. The Client is a participant in the entire recruitment process, conducting interviews and having the opportunity to thoroughly screen all candidates before choosing an Expert to work with, if they so wish.

If The Client is not satisfied and finds the ability of the Expert pertaining to their skill set, ability, or experience not as detailed on the Expert's profile, it is the responsibility of The Client to report to Resource Box any such concerns or complaints as soon as they arise.

Resource Box requires feedback concerning the Expert's skill set or experience within the 1st month of their employment. All concerns should be addressed within first month of service.

It is The Client's duty to monitor the productivity, performance and the activity of the Expert during work hours.

If The Client is in any doubt or is dissatisfied regarding the Expert's work ethic or productivity, Resource Box recommends The Client:

• Use their web camera
• Utilize Screen Sharing/Activity monitoring software
• Request daily work reports of their Expert's output and progress and regularly review the work they produce.

These measures will enable The Client to better monitor the Expert's performance and work ethic.

In the unlikely event that The Client is dissatisfied with the Expert's performance, behavior or work ethic, The Client should report this to Resource Box as soon as possible. This will enable Resource Box to take corrective action. Resource Box will also monitor the Expert's conduct and behavior.

Any dissatisfaction, even if it doesn't warrant any disciplinary action, should be communicated to Resource Box as soon as possible.

It is advisable that The Client takes regular daily, or at least weekly, updates of the tasks and regularly reviews the work the Expert produces, in order to gauge the Expert's skill set, ability, experience, work ethic and performance. Resource Box advises The Client to do this at least for the first two months or until The Client has established a comfortable working relationship with the Expert, and is assured of their skill set.

It is also recommended that The Client take regular task updates from the Expert, for should The Client experience any issues regarding the Expert, such reports will assist Resource Box in identifying and resolving any concerns.

Any complaints regarding the Expert's skill set, experience, work ethic, behavior or poor performance will not be accepted arbitrarily and may need to be substantiated by The Client.

If The Client is unhappy or dissatisfied with the performance of Resource Box's responsibilities, it is The Client's duty to communicate this to Resource Box as soon as any such issues arise.

Resource Box solely provides a remote offshore office and staffing solutions. Resource Box's responsibilities and thus liabilities are, therefore, limited to providing an Expert(s) for The Client, all the necessary physical supervision support, communication technology, office infrastructure and hardware, HR and accounts management and adhering to Expert labor law, to successfully facilitate the working arrangement between The Client and the Expert.

Hence, Resource Box simply provides The Client with an Expert(s), the onsite supervision and facilitation of that Expert(s) and all the necessary hardware, software and logistics support so that The Client can effectively work with that Expert(s) to manage and complete their own projects.

It is, therefore, The Client's duty and responsibility, and not Resource Box's, to project manage the Expert, e.g. assigning work to the Expert, ensuring instructions are followed and project deadlines are met, providing any training and monitoring of the Expert's computer activity, and so on.

Resource Box is not an outsourcing company and we do not provide a project-based solution or service. This means we do not manage your work or your projects and so The Client, and not Resource Box, is responsible and liable for their work or project a) being completed on time b) being within budget c) its quality, and d) the quality of work produced by the Expert.

Resource Box does not accept responsibility for a third party's work or projects and so will not acknowledge any such complaints nor accept any liability. If The Client assigns their Client's work to the Expert, Resource Box is not responsible or liable for work of The Client's client. Furthermore, Resource Box is neither responsible nor liable for The Client losing any of their clients as a result of assigning their Client's work to the Expert, nor for any corresponding financial loss this may cause The Client. If The Client is facing any issues with their work/ project due to Resource Box's performance or the Expert, it is The Client's responsibility to report this to Resource Box as and when any such issues occur.

Resource Box does not acknowledge nor accept retrospective complaints of any sort, whether it is pertaining to Resource Box's responsibilities, The Client's project or the Expert's skill set, experience, ability, performance or work ethic. No complaints should be backdated and complaints will only be considered from the time they are reported and thus should be reported as and when they occur. It is The Client's duty to communicate to Resource Box. any problems as and when they occur. The Client cannot work with an Expert for several months and then retrospectively make a complaint about any facet of the service.

If The Client raises any complaint, Resource Box will investigate the same and do its utmost to remedy the raised concerns. However, it cannot guarantee that all raised concerns can be resolved.

Hence, after raising that complaint if The Client sees little tangible improvement with regards to that particular complaint(s) pertaining to The Expert within a two-week period, Resource Box recommends that The Client terminate the service and/ or seek a replacement in order to limit The Client's loss.

Resource Box deliberately operates on a short-term and rolling monthly contract. This is done deliberately, so that The Client can very quickly terminate the service and mitigate their loss, if needed. Thus, The Client cannot continue to work with the Expert for several months but yet hold Resource Box liable for the Expert's lack of skill set, ability, experience, work ethic or performance. The Client should rather terminate the service instead of continuing to work with an Expert whose overall performance is below expectations. If The Client is dissatisfied but yet wishes to continue working with that same Expert, then this is at the sole discretion and liability of The Client and not Resource Box .

Resource Box is not responsible or liable for any copyright infringement undertaken by the Expert. It is the responsibility of The Client to monitor, supervise, instruct and guide the Expert's work. The Client should instruct the Expert not to breach any copyright laws and if concerned about the possibility of a breach it is The Client's responsibility to deny the Expert access to company platforms where any copyright infringement could potentially occur. It is The Client's duty to be vigilant in monitoring the Expert's work to ensure there has been no copyright infringement.

The Client is responsible and liable for any copyright infringement of software use by the Expert that is the direct result of software provided by The Client for use by the Expert.

In the event The Client wishes to terminate the service, which may be due to any reason, the same should be communicated to Resource Box as soon as possible via an electronic mail sent to hr@ResourceBox.com. The Client should provide a valid reason for termination of services.

The Client is restrained from directly or indirectly enquiring terms of employment, including salary issues between the Expert and Resource Box.

Being aware of the fact that Resource Box has spent a reasonable amount of time and effort in addition to making a significant expenditure in the process of finding a suitable candidate and appointment thereof, The Client irrevocably agrees, and guarantees that they shall comply with the restrictions set out in these terms of Terms of Agreement and shall ensure that their Experts, officers, agents, consultants, as well as any of their associated companies, comply with the restrictions set out within this Terms of Agreement;

In the event that The Client breaches the term of hiring directly or indirectly persons hired or introduced via Resource Box, herein referred to as "Poaching", whether direct and/ or indirect, Resource Box shall be entitled to a legal monetary compensation equal to $25,000 (US Dollars) and all expenses incurred in addition to that, including any and all legal fees incurred for the recovery of such compensation.

First payment must be made before the start of the service. Subsequent payments must be made before the 1st day of every month in favor of Resource Box through wire Transfer or Credit Card.

Resource Box reserves the right to stop provision of services contemplated under the terms of this Terms of Agreement in the event there is any delay in the payment and The Client shall not hold Resource Box responsible or liable for any losses or consequential losses incurred by The Client as a result of such eventuality.

Payment will be deemed to be delayed if not received before the 1st of a new month. If payment is not received before the Expert starts their next month of work, Resource Box may terminate/ suspend the service without any prior notice to The Client.

If The Client fails to make payment before the 1st of the month and if The Client fails to communicate to Resource Box termination of the contract, the notice period deposit paid by The Client at the beginning of the service shall not be refunded to The Client and the service will not automatically continue for the days of that notice period. It is The Client's duty to communicate to Resource Box termination of the contract if The Client wants to be the beneficiary of service for the days of the notice period.

The services can be reinstated only after the receipt of payments due, plus reinstating charges equal to one month fee Resource Box reserves the right of reinstating the service at its discretion.

Total Monthly Service Fee should be received as cleared funds in Resource Box's bank account to be considered received. No service charge should be deducted from the Total Monthly Service Fee. Bank Charges of 3% shall be applicable if the payment is made via Credit Card. If the payment is made via wire transfer, then the bank service charges must accordingly be added in addition to the Total Monthly Service Fee when making any payment to Resource Box.

After completion of 1 year of employment, the Expert's performance shall be reviewed by The Client and accordingly the Expert shall be awarded a salary increment. This salary revision shall not be less than 5% and up to 10% of the total invoice fee for proven and consistent performance over the tenure of their first year of employment. Following 12 months of employment by The Client, Resource Box concludes that The Client is more than satisfied with both, the service and the Expert's performance.

A service fee charge of 5% of the total invoice shall be charged per every 12 months of completed service and added into the total monthly invoice fee. The service fee revision shall be calculated prior to taking into account the Expert's yearly salary increment.

Information is not subject to the confidentiality provisions of these terms of Terms of Agreement if:

• Is or becomes generally available to the public other than as a result of disclosure by the recipient;
• Was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other party;
• Is developed by the recipient independently of any information acquired from the other party;
• Becomes available to the recipient on a non-confidential basis from a third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality Terms of Agreement with the other party; or
• Is disclosed pursuant to a court order or the requirement of any governmental authority;

Term and Termination: The obligations of this Terms of Agreement shall continue until the Confidential Information disclosed to the recipient is no longer confidential.

Each party will hold the other party's information in confidence and will safeguard it using at least the same degree of care a prudent business person would use to safeguard his or her own confidential information of a similar nature.

The party receiving confidential information will not, directly or indirectly, report, publish, distribute, disclose, or otherwise disseminate the confidential information, or any portion thereof, to any third party, and will not use the confidential information, or any portion thereof, except as necessary for the performance of this Terms of Agreement, and as expressly authorized in writing by the disclosing party.

Disclosure of confidential information will be limited to those officers, directors, Experts, and agents of the recipient who must examine it for the purpose authorized, and each party shall be responsible for compliance with the provisions of this section by its officers, directors, Experts, and agents.

If either party attempts to use or disclose any of the confidential information contrary to this Terms of Agreement, then in addition to other available remedies, the other party shall have the right to injunctive relief, it being acknowledged that legal remedies are inadequate.

Promptly after the termination of this Terms of Agreement, or during the term of this Terms of Agreement, after receipt of the disclosing party's request, the recipient shall cease all use of the disclosing party's confidential information, destroy or return to the disclosing party all copies of the same, and certify in writing that the foregoing has been completed.

The provisions of this section shall survive the termination of this Terms of Agreement.

All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights and remedies available to the parties at law or in equity.

Any and all products, inventions, ideas, or original works of authorship (including, but not limited to, any software, middleware, or code) in whole or in part conceived or made by Resource Box Experts and that relating to services performed by them, shall belong exclusively to The Client and shall be deemed to be The Client's confidential information.

All such works shall be deemed to be "works made for hire", and The Client shall be deemed to be the author of such works.

Resource Box warrants and represents that its Experts shall perform the services in a professional manner and to the best of their abilities, talents, and experience.

Service Continuation

The Client cannot request the Expert to take any unpaid leaves as this amounts to unethical practices and is deemed as Expert exploitation.

The Client cannot partially pay the invoice fee to reserve the Expert for future work. If The Client does not pay the full service fee by the required invoice date (irrespective of a downturn in their work demands), and does not provide official notice of termination because they wish to restart the service at later date with the same Expert, the contract will automatically be terminated. No notice period shall be provided by Resource Box and the notice period deposit shall not be refunded to The Client.

If The Client does not pay the full invoice fee for some reason (due to a downturn in work or due to seasonal work demands) and then at a later date wishes to restart the service with the same Expert, Resource Box reserves the right to decline this request and at its discretion can reallocate the Expert to another client.

If The Client wishes to stop working with the Expert for a certain period of time and then restart at a later date with the same Expert the accommodation of this request shall be purely at the discretion of Resource Box.

List of Holidays in 2014

1-Jan	Wednesday	New Year's Day	Philippines Legal Holidays
9-Apr	Wednesday	Day of Valor	Philippines Legal Holidays
17-Apr	Thursday	Maundy Thursday	Philippines Legal Holidays
18-Apr	Friday	Good Friday	Philippines Legal Holidays
1-May	Thursday	Labor Day	Philippines Legal Holidays
26-May	Monday	Memorial Day	U.S. Federal Holidays
12-Jun	Thursday	Independence Day	Philippines Legal Holidays
4-Jul	Friday	Independence Day	U.S. Federal Holidays
25-Aug	Monday	National Heroes Day	Philippines Legal Holidays
1-Sep	Monday	Labor Day	U.S. Federal Holidays
31-Oct	Friday	All Saints Day	Philippines Legal Holidays
27-Nov	Thursday	Thanksgiving	U.S. Federal Holidays
25-Dec	Thursday	Christmas Day	U.S. Federal Holidays / Philippines Legal Holidays
30-Dec	Tuesday	Rizal Day	Philippines Legal Holidays
31-Dec	Wednesday	Last Day of Year	U.S. Federal Holidays / Philippines Legal Holidays

The dates for Maundy Thursday, Good Friday and Thanksgiving Day for each calendar year shall be confirmed to The Client at the start of every year or as declared by the concerned government authority.

In addition, the Expert earns one day's paid leave per month on a prorate basis, including emergency leaves/ sick leaves and casual leaves in a year beginning from their second month of employment. No paid leave is given during the first month of employment.

Any adjustment to billing due to leaves availed by the Expert before the 15th of any given month shall be reflected in the subsequent month's invoice. Any adjustment in billing due to leaves availed by the Expert after the 15th of any given month shall not be reflected in the next month's invoice but in the invoice subsequent to that.

These Terms of Agreement shall commence as of the effective date set forth herein, and shall continue until terminated as provided in this Terms of Agreement;

For the avoidance of doubt, all non-disclosure and poaching clauses shall survive any termination of this Terms of Agreement.

Either party may terminate this Terms of Agreement by serving the 15days' prior written notice to the other party.

The notice period shall commence 24 hours after written communication via email is received by the other party.

As The Client requires paying one month advance service fee every month, if The Client fails to pay before the first of every month, the contract will automatically get terminated/ suspended on the first payment due day.

The Client cannot terminate the service in the first month.

If The Client, for any reason, whether work or non-work related, needs or wants to communicate with or contact an Expert they no longer work with through Resource Box , The Client must put this request in writing to Resource Box . It is at the sole discretion of Resource Box if The Client will be given permission to contact an Expert they previously worked with. Resource Box reserves the right to decline any such request to contact the Expert on The Client's behalf if Resource Box so wishes. If The Client contacts an Expert they previously worked with through Resource Box despite Resource Box's refusal to give permission during the [24] month period following the date of the termination of this Terms of Agreement, then this will constitute a breach of the poaching clause and the penalty will be applicable.

Neither party or its affiliates, subsidiaries, parent, or any of its parents or any of its parent's affiliates or subsidiaries shall be liable for any delay, failure in performance, loss or damage arising out of or relating to any cause beyond such party's reasonable control.

Resource Box will attempt to offer flawless communication channels; however, The Client realizes that errors, omissions, system malfunctions, and/ or telecommunications service interruptions may occur from time to time that are beyond control of Resource Box and that may result in inconvenience or cost to The Client, including but not limited to, delays or requests for reprocess. In the event that such errors, omissions, interruptions, or malfunctions shall occur, the parties agree that Resource Box shall have no responsibility for, and is free from all loss, damage, or liability respecting any;

Delay experienced by The Client,

Interruptions, omissions, malfunctions, or error of any communications systems, including (but not limited to those of telecommunications or similar carriers); or

Interruption, omission, error, or malfunctions involving an operational or system failure.

In any such event Resource Box will always make its best efforts to rectify any such problems as soon as possible. In the event that it takes significant amount of time in rectification of the problem amounting to more than 4 hours in a month, the lost time shall be covered by offering equivalent number of work hours.

Resource Box shall not be liable or deemed to be in breach for any interruption, delay or failure in making the services available to The Client or performance of any other obligations under this Terms of Agreement or interruption of services resulting from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order or any other similar cause.

Prior to expiration or termination of this Terms of Agreement, The Client shall pay to Resource Box the balance of all amounts due and owing to Resource Box for services rendered up to and including the effective date of expiration or termination.

All and any controversy, dispute or claim rising out of or relating to this service or in connection with the present Terms of Agreement, or the breach of this contract, shall be settled by binding arbitration in accordance with the rules of net-ARB.com. The costs of arbitration shall be initially borne by the customer and later apportioned by the arbitrator in accordance with the Arbitration Rules of net-ARB's Consumer Confidence Program. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.

The validity, meaning, and effect of this Terms of Agreement shall be determined in accordance with the State of New York, without regard to any rules governing conflict of laws. Any action arising under this Terms of Agreement or out of or relating to the subject matter of this Terms of Agreement shall be brought in Nassau County, New York and the parties hereto hereby submit to the personal jurisdiction of such courts with respect to all such proceedings.