Analysis Order

The following is an agreement to engage Basis State, LLC (“Basis State”) to provide the Services described below.

Services and Fees

Fees. As consideration for Basis State’s performance of the Services, the Company agrees to pay Basis State an amount equal to four hundred and ninety-nine dollars ($499.00) is due and payable upon the start of the Term (as defined below).

Terms and Conditions

The Services described above will be performed by Basis State subject to these terms and conditions. The Company understands Basis State is not a registered broker-dealer, the Services do not include any legal or tax advice, no advice or recommendations provided by Basis State should be construed as legal or tax advice, and the Company is responsible for engaging its own legal counsel and tax advisors. If Basis State recommends the Company engage a particular legal counsel, tax advisor or other third party, the Company does so at its own discretion and pursuant to a separate agreement between the Company and such legal counsel, tax advisor or third party.

Confidentiality. Each party hereby agrees to keep in strict confidence and not to use or disclose any of the other party’s Confidential Information (as defined below) except in furtherance of such party’s performance of its obligations hereunder. All of a disclosing party’s Confidential Information shall be returned promptly to such disclosing party upon its request. If a party is requested or required by subpoena, court order, or similar process to disclose any of the other party’s Confidential Information, such party hereby agrees first to provide such other party with prompt notice of such request(s) (to the extent it is legally permitted to do so) so that such other party may seek an appropriate protective order and/or waive such receiving party’s compliance with the provisions hereof. Notwithstanding anything to the contrary set forth herein, the parties hereby agree Basis State may share the Company’s Confidential Information with third parties in furtherance of the Services. “Confidential Information” means any tangible or intangible information in any form disclosed that reasonably should be understood to be confidential or proprietary to the disclosing party thereof in light of the circumstances surrounding the disclosure of such information or the nature of the information disclosed. Confidential Information does not include information that: (a) is now or later made known to the public through legal means and no fault of the receiving party; (b) the receiving party can show was in its possession prior to the earliest disclosure by the disclosing arty, as evidenced by written documents in its files; (c) is rightfully received by the receiving party from a third party that procured such information through legal means and that has no obligation of confidentiality to the disclosing party; or (d) is independently developed by the receiving party without access or reference to the disclosing party’s Confidential Information.

Indemnification and Limitation of Liability. The Company hereby agrees to defend and hold harmless Basis State and its affiliates, and its and their partners, managers, officers, members, employees and agents (individually and collectively, the “Indemnitees”) in and against all claims, proceedings and actions, and to indemnify Basis State and the Indemnitees from and against all liabilities, losses, expenses (including court costs and reasonable attorneys’ fees), penalties, interest, sums of money and damages arising out of or in connection with this Agreement to the extent not caused by Basis State’s gross negligence or willful misconduct in connection with this Agreement. All indemnifiable expenses, including reasonable attorneys’ fees, will be paid or reimbursed by the Company as they are incurred by Basis State.

Basis State hereby agrees to defend and hold harmless the Company, and its partners, managers, officers, members, employees and agents (individually and collectively, the “Company Indemnitees”) in and against all claims, proceedings and actions, and to indemnify Company Indemnitees from and against all liabilities, losses, expenses (including court costs and reasonable attorneys’ fees), penalties, interest, sums of money and damages brought by a third party against the Company Indemnitees arising out of or in connection with Basis State’s or its employees’ gross negligence or willful misconduct. All indemnifiable expenses, including reasonable attorneys’ fees, will be paid or reimbursed by Basis State as they are incurred by Company.

EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL COMPANY, BASIS STATE, OR ITS PERSONNEL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COVER, PUNITIVE, LOST PROFITS, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT TO THE EXTENT ARISING IN CONNECTION WITH EITHER PARTIES INDEMNIFICATION OBLIGATIONS HEREUNDER OR EITHER PARTY’S BREACH OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT DUE TO SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH OF THE COMPANY’S AND BASIS STATE’S AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE WILL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID OR PAYABLE HEREUNDER.  NO CLAIM MAY BE ASSERTED BY A PARTY AGAINST ANOTHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE DATE THIS AGREEMENT TERMINATES OR EXPIRES.  WITH BASIS STATE’S INDEMNIFICATION OBLIGATIONS AND CONFIDENTIALITY PROVISIONS UNDER THIS AGREEMENT, IN NO EVENT WILL ITS AGGREGATE LIABILITY EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID OR PAYABLE HEREUNDER TO BASIS STATE FOR SERVICES RENDERED UNDER THIS AGREEMENT. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ENTER INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN THE COMPANY AND BASIS STATE AND FORM A BASIS OF BARGAIN BETWEEN THE PARTIES.

EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASIS STATE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR USE OR PURPOSE.  BASIS STATE DOES NOT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES. THE COMPANY ACKNOWLEDGES THEY ARE RESPONSIBLE FOR FINAL ESTIMATED VALUE AND APPROVAL OF ALL INFORMATION LISTED ON LANDING PAGE.

Conflicts of Interest. Basis State is engaged by many other companies and individuals to provide services substantially similar to the Services. Except as otherwise expressly set forth in an agreement executed by Basis State, neither Basis State nor any of Basis State’s employees, agents, or affiliates is prohibited or restricted in any way from investing in or conducting, either directly or indirectly, and may invest in and/or conduct, either directly or indirectly, businesses of any nature whatsoever, including the ownership and operation of businesses or properties similar to or in the same geographical area as those held by the Company. Further, it is possible that some of Basis State’s past, present, or future clients could have disputes with, and/or other matters relating to, the Company during the course of and subsequent to Term. The Company understands and agrees Basis State has the right to accept unrelated engagements with third parties and is not required to advise the Company of such engagements in the future; provided that, Basis State does not violate its confidentiality obligations hereunder.

Information Representation. The Company will furnish, or cause to be furnished, to Basis State such information as Basis State believes it reasonably requires in order to perform the Services (all such information, the “Information”), and the Company represents and warrants that all Information will be truthful, accurate and complete in all material respects; and that Basis State may rely on the truthfulness, accuracy and completeness of the Information without independent verification. The Company will notify Basis State promptly of any material change in any Information previously made available to Basis State by the Company.

Relationship of the Parties. Each of Basis State and the Company hereby acknowledges and agrees the relationship between the parties hereunder shall be that of an independent contractor, and that nothing contained herein shall be construed or interpreted as creating any other relationship between the parties including, but not limited to, employer/employee, principal/agent, partnership, or joint venture.

Term; Termination. The term of this Agreement commences on the date of the Company’s authorized representative’s signature below (the “Effective Date”) and continues for a period of one (1) month (the “Term”), or until both parties agree services have been delivered.

Governing Law; Dispute Resolution. This Agreement and the rights and obligations of the respective parties hereunder shall be governed by, and interpreted and enforced in accordance with, the laws of the State of North Carolina, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Upon demand of either party, any dispute, claim or controversy arising out of, connected with or relating to this Agreement between parties will be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (including the expedited procedures and optional rules for emergency measures of protection thereunder) (the “Arbitration Rules”). All arbitration hearings shall be conducted in Durham County, North Carolina. The arbitration shall be conducted by a panel of three persons selected as follows: each of Basis State and the Company shall select one person to act as arbitrator; and such arbitrators shall select a third arbitrator within thirty (30) days of their appointment; all in accordance with the Arbitration Rules. Each party shall bear its own costs, expenses and attorneys’ fees, and an equal share of the arbitrators’ fees and any administrative fees of arbitration. Notwithstanding the foregoing, each party hereby agrees that in the event it breaches or threatens to breach any term or condition set forth in the section labeled “Confidentiality” above, the aggrieved party shall have the right to seek immediate injunctive relief and/or specific performance, in addition to any other remedies available at law or in equity.

Amendment; Entire Agreement. Any modification or amendment of any provision of this Agreement must be made in writing and signed by an authorized representative of each party. This Agreement constitutes and sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof.

Miscellaneous. The Company agrees that if any of Basis State’s employees or agents are required to testify at any administrative or judicial proceeding involving the Company, whether during or after the Term, Basis State will be compensated by the Company at the regular hourly rates for such employees or agents in effect at such time, and reimbursed for reasonable out-of-pocket expenses, including attorneys’ fees and expenses.

The waiver by a party of its rights in connection with a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, legal representatives, executors, administrators and heirs. A party may not assign this Agreement or any rights or obligations hereunder without the other party’s prior written consent. Each of the provisions of this Agreement is a separate and distinct agreement and independent of all others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or enforceability shall not affect the validity or enforceability of any other provisions hereof.

The Company represents and warrants it has all necessary right, power and authority to enter into this Agreement and that the execution, delivery and performance by the Company of this Agreement will not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of any law, rule or regulation applicable to the Company; (b) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Company; or (c) conflict with or violate any agreement to which the Company is a party or by which it is bound.