CCG Systems Inc. dba FASTER Asset Solutions 12/27/2016

terminated by Client prior to its natural expiration, Service Provider shall be paid the amounts for work actually performed in accordance with this Agreement to the date of the early termination. IV. Payment. A. Service Provider shall be compensated in an amount not to exceed the amount quoted in Exhibit A (Proposed Pricing, Statement of Work) (This shall be the "Total Compensation"). This amount may be modified only as a result of a written change request and agreed to by both parties.B. The Service Provider shall invoice Client based on a payment schedule by milestone,pursuant to the Service Provider's Proposed Pricing, Statement of Work("SOW),attached hereto as Exhibit A. Client agrees to pay within thirty(30)days of receipt of a valid invoice. V. Relationship of the Parties. The parties acknowledge and agree that Service Provider is an independent contractor and is not an agent or employee of Client. Nothing in this Agreement shall be construed to create a relationship between Service Provider and Client of a partnership, association, or joint venture. Further,the parties acknowledge that Service Provider is paid a fee, retainer or other payment as per Section IV of this Agreement; is not eligible for workers' compensation or unemployment compensation; is not eligible for employee fringe benefits such as vacation or sick leave; does not appear on Client's payroll; is required to provide his or her own supplies and equipment; and is not controlled or supervised by Client personnel as to the manner of work. VI. Indemnification. A. Professional Liability. Relative to any and all claims, losses, damages, liability and cost, Service Provider agrees to indemnify and save Client, its officers, officials, and employees harmless from and against any and all suits, actions or claims for property losses, damages or personal injury arising from the negligent acts, errors or omissions by Service Provider or its employees. B. Non-Professional Liability (General Liability). To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold harmless Client, its officers, officials, employees or any combination thereof, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the acts or omissions of Service Provider, provided that such claim, damage, loss or expenses is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property (other than the work itself) including loss of use resulting therefrom, but only to the extent caused by the negligent acts or omissions of Service Provider, any subconsultant(s) of Service Provider, its agents,or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. 2