IN CONSIDERATION of the mutual covenants and undertakings contained herein, and intending to be legally bound, C3 Group, Inc. (Vendor) and Member (as designated above) agree as follows.

This Master Services Agreement (“MSA”) is effective as of the date of enrollment by the Member (the “Effective Date”), by and between C3 Group, Inc. (hereinafter “Vendor”) and the Member as identified in the enrollment process. The parties acknowledge that they are entering into this MSA pursuant to the terms, conditions, and provisions provided herein, between Vendor and Member.

1. SCOPE OF SERVICES

This Master Services Agreement (hereinafter “MSA” and or “Agreement”) sets out the terms and conditions under which Member shall engage Vendor. During the term of this Agreement, Member hereby commits to retain and engage Vendor to provide all services described in this Agreement.

Description of Pre-Loss Services and Deliverables

1.1 Annual Commercial Policy Insurance Review: Once yearly, at the inception of the MSA and upon each renewal term, or as otherwise agreed to in writing by the parties, Vendor will perform review of Member’s in force Commercial Property Policy of Insurance underwritten on the above described property.

1.2 Weather Event Monitoring: Utilizing third party proprietary software, Vendor will actively monitor the Members portfolio of buildings and structures (locations) that are identified and described within the MSA. This monitoring will include hail, wind, tornado, and hurricane related weather events in the Vendors service area. Analysis of the prior two years of storm data on the portfolio will be completed, to identify any potential insurable issues that have not been identified.

1.3 Baseline Inspection & Reporting: Once we have completed the Policy Review and past two-years Weather Analysis, we will perform an inspection of the buildings contained within the monitored portfolio. We will establish a baseline condition imagery and report documenting the condition of the property to ensure that existing damage is identified and eliminate confusion in the event you suffer a future event.

1.4 Post Disaster Services: Vendor will assist Member and or Member’s Contractor(s):

• To determine existence and extent of damage or impairment to Member’s herein scheduled and itemized insured commercial property assets and provide guidance of any claimable event. Each deployment for inspection after a potential storm event will be billed at $1,000 per location, plus costs of any incurred travel. Should a claimable event be filed and C3 be utilized to handle the Claim Management, those fees will be included in the 8% contingency fee.
• To advise upon reasonable and necessary post loss emergency repairs and mitigation processes to protect each building or other structure that is designated and adequately described herein; and
• For insurable losses determined by Member, Members Contractor, or Vendor to be in excesses of two hundred and fifty thousand dollars ($250,000.00) and inside of the Vendors service area, Vendor will perform post-loss site inspections, documentation, evidence preservation, and damage evaluations, to include estimates, bids, and contractor costs, pursuant to the Commercial Property Insurance Policy’s terms and conditions (as per the policy contract in place at the time of loss, that has been supplied to Vendor by Member) for use by Member and or Member’s Contractor(s) in presentation of Claim to insurance company or any other responsible party.

1.5 Post-Loss Insurance Claim Presentation and Resolution:

• In the event of insurable claims arising from Section 1.4 iii, the Vendor will include the services of a licensed Public Insurance Adjuster, on behalf of Member, to assist with the claim presentation and or negotiation with the insurer where required by applicable State law and within the Vendors Service Area. We will adjust, measure, and document the loss and present the claim to the insurance company. We will provide their expertise in an attempt to settle your claim for the fair market value of the loss. Our services may include but are not limited to, the preparation and presentation of the claim, documentation of the loss, coordination and communication with necessary experts or professionals for the preparation of such loss documentation, presentation of the sworn statement in proof of loss, and any other services that we deem necessary to resolve the claim on your behalf. The cost to Member for the public adjuster’s contingency fee being limited to eight (8) percent of the gross claim recovery obtained through the Public Adjuster involvement in the claim that is payable under the policy of insurance and or State law, Such resolutions include, but are not limited to adjustment, mediation, appraisal, arbitration, lawsuit settlements, lawsuit awards, or any combination thereof, regardless of the source of said payment after Public Adjuster has been engaged. Member will be required to execute a separate Letter of Representation and Location-Specific Contract for Public Adjusting Services with the supplied Public Adjuster on fee terms commensurate with those found in this paragraph, 1.5 i, of the MSA.

1.6 Service Area: This MSA shall be valid in the following states. Colorado, Illinois, Kansas, Minnesota, Nebraska, New Mexico, Oklahoma, Tennessee, and Texas. At the request of the Member and acceptance of the Vendor, Vendor will work to obtain licensing in additional states except for Alaska and Hawaii.

The above described Services and Deliverables encompass the entirety of the Services and Deliverables required by this Master Services Agreement entered into by the parties

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence as of the Effective Date designated above. Services under Section 1.1 are rendered on a yearly basis, Services under Section 1.2 are rendered continuously, and Services under Section 1.3 can be rendered annually and upon insurable events. Services under 1.4 through Section 1.5 are rendered upon insurable events within the term of the agreement and shall continue in effect thereafter until the earlier of (i ) year(s) from the Effective Date or (ii) the date of termination specified by a party in accordance with this Section 2.2, as provided herein.

2.2 Termination.

• Either party may terminate this Agreement without penalty upon 30 days written notice to the other party, prior to the annual renewal.
• All reimbursable expenses that Vendor and or any vendor engaged by Vendor, necessary to Vendor’s performance of its duties and obligations under the MSA, that are actually incurred prior to the effective date of termination.

3. RELATIONSHIP OF THE PARTIES AND VENDORS RIGHT TO USE SUB-CONTRACT VENDORS:

Member acknowledges that they will benefit from the use of any Services performed, or Deliverables prepared and furnished to Member, by Vendor or Vendors. Vendor shall perform all Services as an independent contractor and fiduciary of Member. Vendor, at Vendors sole discretion, may utilize the services of sub-contracted Vendors in the performance of its services and obligations. Neither this Agreement nor Vendor’s performance of Services shall create an association, partnership, joint venture or relationship of principal and agent, master and servant, or employer and employee, between Member and Vendor.

4. VENDOR ACCESS

4.1 Access to Member’s Documents, Property & Systems. Member agrees to provide full and complete access to all insurance documents, insured property, and or information systems required for Vendor to fulfill its obligations to Member. If Member provides Vendor with remote access to Member’s systems, then all information relating to such remote access shall be considered Member’s Confidential Information and shall be subject to obligations of confidentiality. Vendor shall maintain all client files associated with pre-loss and post-loss services within their control on company servers and/or electronic file systems with accessibility to the Member.

4.2 Waiver of Liability & Hold Harmless. Vendor is not liable to Member, or any other party, for a breach of Vendor’s obligations, duties, and or contracted services, caused by or related to Member’s refusal to provide timely and full access under this provision.

5. LIMITATION OF LIABILITY

5.1 Except to the extent otherwise expressly provided in Section 2, Section 6, and this Section 9, neither party shall be liable to the other party (or to any person or entity claiming through the other party) for lost benefits, profits or for special, incidental, indirect, consequential, or exemplary damages arising out of or in any manner connected with this Agreement or the subject matter hereof, regardless of the form of action and whether or not such party has been informed of, or otherwise might have anticipated, the possibility of such damages.

5.2 In no event shall Vendor’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed in the aggregate the fees paid to Vendor hereunder.

EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. MISCELLANEOUS

6.1 Subcontractors. Vendor may use subcontractors to perform Vendor’s obligations under this Agreement without obtaining Member’s prior written approval. Vendor shall be fully responsible for all acts and omissions of its subcontractors hired by and directly contracting with Vendor. Nothing in this Agreement shall be construed to create any contractual relationship between Member and any subcontractor, nor any obligation on the part of Member to pay or to ensure the payment of any money due any subcontractor.

6.2 Force Majeure. Vendor shall not be liable to Member by reason of any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, but not limited to, unavailability of public communications facilities, epidemic or disease, acts of God or the public enemy, acts of civil or military authority, fires, floods, strikes, unavailability of energy sources, materials or equipment, delay in transportation, riots or war.

6.3 Assignment & Transfer. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except assignment or transfer of the Agreement in its entirety to an (1) an affiliate, (2) a party’s successor pursuant to a merger, reorganization, consolidation or sale or (3) an entity that acquires all or substantially all a party’s assets. This Agreement will be binding on and inure to the benefit of the respective permitted successors and assigns of the Parties. Any purported assignment, delegation or other transfer not permitted by this Section is void.

6.4 Notice. Any notice, demand or other communication (collectively, “Notice”) required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given when delivered to the address set out in the introductory table of this Agreement, provided the Notice is sent to such representative by certified or registered mail (return receipt requested) or commercial express courier (with tracking capabilities). Either party may change its address or representative for receiving Notices upon notice to the other.

6.5 Governing Law. The substantive laws of the State of Tennessee shall govern this Agreement as though this Agreement was entered into, and was to be entirely performed within, the State of Tennessee.

6.6 Jurisdiction. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state court(s) of competent jurisdiction located in Lawrence County, Tennessee. To that end, each party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any objection it may have to any proceedings brought in any such court. Each party consents to the service of process in connection with any such claim or dispute by the mailing thereof by registered or certified mail, postage prepaid to the other party, at the address for notice set out in, or designated pursuant to, this Agreement. To the fullest extent permitted by law, each party hereby expressly waives (on behalf of itself and on behalf of any person or entity claiming through such party) any right to a trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or in any manner connected with this Agreement or the subject matter hereof.

6.7 Cumulative Remedies. Except as otherwise expressly provided in this Agreement, all remedies in this Agreement are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or in equity. If any legal action, arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party will be entitled to recover from the other party the substantially prevailing party’s reasonable attorneys’ fees and other costs incurred in the proceeding, in addition to any other relief to which the substantially prevailing party is entitled.

6.8 Waiver. No course of dealing, failure by either party to require the strict performance of any obligation assumed by the other hereunder, or failure by either party to exercise any right or remedy to which it is entitled, shall constitute a waiver or cause a diminution of the obligations or rights provided under this Agreement. No provision of this Agreement shall be deemed to have been waived by any act or knowledge of either party, but only by a written instrument signed by a duly authorized representative of the party to be bound thereby. Waiver by either party of any default shall not constitute a waiver of any other or subsequent default.

6.9 Modification. The terms, conditions, covenants and other provisions of this Agreement may be modified, amended, supplemented or otherwise changed only by a written instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do so and is physically executed by a duly authorized representative of each party.

6.10 Severability; The terms of this Agreement will, where possible, be interpreted and enforced so as to sustain their legality and enforceability, read as if they cover only the specific situation to which they are being applied and enforced to the fullest extent permissible under Applicable Law. If any term of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced then all other terms of this Agreement will nevertheless remain in full force and effect, and such term automatically will be amended so that it is valid, legal and enforceable to the maximum extent permitted by Applicable Law, but as close to the Parties’ original intent as is permissible. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.

6.11 Survival. The provisions of this Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive and continue to bind the parties. The provisions of outstanding Public Adjuster Contracts on specific individual losses will remain in effect if this agreement is terminated.

6.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Such counterparts may be executed and delivered by facsimile or other electronic means by any of the Parties, and the receiving Party may rely on the receipt of such document so executed and delivered as if the original had been received.

6.13 Complete Understanding. This Agreement constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations and understandings (whether written or oral) between the parties, with regard to the subject matter hereof. Each party specifically acknowledges that it did not enter into this Agreement in reliance upon any agreement, promise, representation or understanding made by or on behalf of the other party that is not contained herein.

6.14 Automatic Renewal. This Agreement shall be renewed automatically unless either party gives written notice to the other at least thirty (30) days prior to the expiration of the term of this agreement.