Terms & Condition - Agreement

1. Term: This Agreement shall be for a perpetual term and shall not terminate until and unless either party terminates this Agreement in accordance with Section of Termination hereof.

2. Independent Contractor Relationship: The parties acknowledge that the purpose of the relationship created herein shall be an independent contractor relationship only. It is specifically agreed that the relationship of the parties hereto shall be that of a principal and independent contractor and not that of an employer and employee or principal and agent. The parties agree that NSS shall have a right of control over NSS program. NSS and Subcontractor mutually agree as to the objectives and the scope of services required, all as herein set forth. The parties hereto recognize and agree that no joint venture or partnership agreement is intended or created hereby. No agent, employee or servant of NSS shall be or be deemed to be the employee, agent, or servant of Subcontractor. Neither shall any agent, employee, or servant of Subcontractor be or be deemed to be the employee, agent, or servant of NSS. Each party to this Agreement shall be responsible for: its own social security, withholding, and/or any and all other applicable tax obligations; and all expenses incurred in the operation of it business; and the establishment of its employee working hours and other conditions of employment. Subcontractor shall be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, and subcontractors during the performance of this Agreement. Neither Subcontractor nor NSS shall act on behalf of or represent itself directly or by implication as having authority to act on behalf of the other party except as specifically set forth in this Agreement. Neither party shall have the authority to create any obligation for, on behalf of, or in the name of the other party, except as specifically set forth herein. Both parties agree to adhere to all applicable federal and state laws, rules and/or regulations pertaining to the agreed required services of NSS products and services. Subcontractor shall make no disparaging statements of any kind whatsoever concerning or relating to NSS or Service Provider.

3. Representations of NSS: NSS is a corporation duly organized and validly existing, and in good standing under the law. NSS has the right, power, legal capacity and authority to execute, deliver and perform this Agreement and the individual(s) who have executed this Agreement on behalf of NSS have the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf NSS.

4. Representations of Subcontractor: Subcontractor represents and warrants that it is duly organized and valid corporation and it represents and warrants that it has full authority to enter into this Agreement, to transact business, and is fully willing, capable and experienced to perform as provided for herein. Subcontractor warrants and represents that neither it nor any of its officers, directors, shareholders or employees have ever: (i) been convicted of a felony or misdemeanor involving an alleged violation of any federal or state telemarketing or telephone solicitation statute, or fraud, theft, embezzlement, fraudulent conversion or misappropriation of property (for such purposes, a plea of nolo contendere is a conviction); (ii) had entered against it, him or her a final judgment or order in a civil or administrative action, including but not limited to a stipulated judgment or order, if the complaint or petition in the civil or administrative action alleged acts constituting a violation of any federal or state telemarketing or telephone solicitation statute, fraud, theft, embezzlement, fraudulent conversion or misappropriation of property, the use of untrue or misleading representations in an attempt to sell or dispose of real or personal property, or the use of unfair, unlawful or deceptive business practices; (iii) been subject to any currently effective injunction or restrictive court order relating to business activity as a result of an action brought by a federal, state, or local agency or unit thereof, including but not limited to, an action affecting any vocational license; (iv) at any time during the previous seven (7) years filed in bankruptcy, been adjudged bankrupt, been reorganized due to insolvency, or been a principal director, trustee, general or limited partner or had management responsibilities of any other venture or business entity, corporation, partnership, or joint venture that has so filed or is so adjudicated or reorganized during or within one (1) year after the period that the person held that position.

5. Responsibilities of Subcontractor:

a. Subcontractor agrees that the terms and conditions of this Agreement shall be supplemented by NSS's and Service Provider's Policies and Procedures that may be promulgated from time to time and that the Policies and Procedures and will be forwarded to Subcontractor and that Subcontractor will follow all such Policies and Procedures. Policies and Procedures may be issued by NSS or Service Provider under various forms, including but not limited to Memorandums, Facts Blasts, Program Update, Marketing Bulletins, Finance Bulletins, and other Notices. b. Subcontractor shall use its best efforts to solicit orders for services at such prices, terms, and conditions as Service Provider shall specify from time to time (via issuance of price lists, pricing policies, facts blasts, or otherwise). c. Subcontractor has no authority (other than as may be specified by Service Provider from time to time) to modify prices, terms, or conditions unless otherwise expressly permitted to do so by Service Provider in writing in advance. Subcontractor shall not offer any hidden discounts or rebates in connection with the sale of the services. d. All orders are subject to acceptance by Service Provider. Subcontractor has no authority to approve orders on NSS's or Service Provider's behalf. Service Provider may decline to accept, or revoke its acceptance of, any order in accordance with its standard business policies and procedures. e. All orders shall be written and submitted to NSS via daily sales reports. Subcontractor agrees and acknowledges that it has received and will comply with all NSS and Service Provider Policies and Procedures regarding the completion and submission of orders. Failure to comply with such Policies and Procedures may result in a chargeback of commissions. f. Subcontractor shall provide any requested assistance to Service Provider or NSS in executing its customers' orders. g. Subcontractor will collect credit card and other information from its customers and submit the information to NSS for authorization and billing. Subcontractor shall make sure to collect accurate information from its customers and shall be liable for any false, fraudulent or inaccurate information provided by its customer. h. Subcontractor shall execute the requirement of NSS products and services to target market in the United States deemed appropriate by NSS through independent means, including but not limited to telemarketing services, direct mail and promotional advertising. Subcontractor shall be responsible for all aspects of its marketing of the services to end-user customers. Subcontractor represents and warrants to NSS that its marketing or sale of NSS products and services shall be in compliance with all applicable laws and regulations and Subcontractor shall not make any material omission or misrepresentation in the sale of such products and services. Subcontractor is required to use and to strictly adhere to those marketing / advertising programs, practices and operating methods and procedures that NSS has notified Subcontractor or will notify Subcontractor from time to time as they are proposed by the Service Provider and are applicable to Subcontractor's marketing activities.

6. Responsibilities of NSS.

a. Upon receipt of a successful transaction from Subcontractor, NSS shall take the necessary steps to verify the same and confirm with the customer. NSS shall timely process and activate all Subcontractor's customer orders subject to the occurrence of any events not within NSS's control. Any delays in processing or fulfillment of an order shall be brought to the attention of Subcontractor as soon as practical. b. NSS shall from time to time provide training to Subcontractor in the marketing and promotion of the services. c. NSS will notify Subcontractor of any change in the Policies and Procedures of NSS and Service Providers. d. Subject to Subcontractor's full and complete compliance with the terms and conditions of this Agreement, NSS shall pay Subcontractor sales commissions on subscriber account orders as set forth in Section 7 and Exhibit A.

7. Commissions:

a. Provided Subcontractor fulfills the requirements of Section 5 and order is accepted and activated by Service Provider, Subcontractor shall be entitled to receive a sales commission at the rate(s) set forth in Exhibit A hereof and subject to Section 7 of this Agreement. The applicable commission may be adjusted by NSS from time to time in accordance with changes in the commission rate available to NSS pursuant to its Agreement with Service Provider. Such adjustments or modifications shall be applicable to Subcontractor effective on the date the change is made effective by the Service Provider. Commissions shall be calculated based on the actual commission received by NSS from Service Provider for the order submitted by Subcontractor. b. Commission Payment Schedule: Subcontractor will be paid twice a month on the 10th and 25th day of the month. All the installs completed from 15th till 30th/31st of each month will be paid on the 10th day of the following month. All the installs completed from 1st till 15th of each month will be paid on the 25th day of the same month. c. Subcontractor acknowledges that in the event that a subscriber is deactivated or canceled at any time during the 180-day period ("Chargeback Period") following the date of the Service Installation, Subcontractor must refund to the Service Provider all commissions earned with respect to such subscriber account ("chargeback"). Commissions may also be charged back if Subcontractor fails to comply with NSS or Service Provider's Policies and Procedures. Service Provider may change chargeback policies from time to time and such changes shall be applicable to Subcontractor on the date such change(s) is made effective by the Service Provider. d. Subcontractor may dispute any commission payment in writing within ninety (90) days of the date of payment. After ninety (90) days, Subcontractor's dispute is deemed waived and the commission payment is final. Subcontractor's mere submission of a dispute in writing does not automatically entitle Subcontractor to an adjustment of the commission, which shall only be adjusted based on the decision of NSS and/or the Service Provider. e. NSS is not liable for commissions and/or any portion thereof owed to any third party acting on behalf of Subcontractor or pursuant to contracts between such party and Subcontractor. Subcontractor will indemnify and hold NSS harmless from any and all claims brought by such third parties for the payment of portion of commissions and shall be directly liable to NSS for all of NSS's court costs incurred in connection with such claims including, but not limited to NSS's attorney's fees. f. Subcontractor acknowledges that NSS in its sole discretion may withhold payment of commissions under a variety of circumstances including, but not limited to, in the event that Subcontractor stops activating subscriber accounts through NSS, if Subcontractor has a high chargeback rate or if Subcontractor does not have a sufficient number of service activations in the current period to cover potential chargeback's from previous months. g. Subcontractor will forfeit all commissions if Subcontractor or persons acting on behalf or pursuant to contracts between such person and Subcontractor are involved in subscriber fraud or submit fraudulent customer orders for installation, if Subcontractor commits any breach of this Agreement and/or if Subscriber engages in any other unlawful or illegal conduct. Subcontractor shall reimburse NSS for any damages, fines or penalties imposed upon NSS as a result of Subcontractor's actions and shall reimburse NSS for any and all of NSS's court costs (including, but not limited to NSS's attorney fees) incurred as a result of Subcontractor's actions. Subcontractor may also be liable for all service charges incurred on such fraudulent accounts.

8. Chargeback Offsets: Chargebacks will be deducted directly from the credit balance of any commissions owed to Subcontractor and its affiliates by NSS pursuant to this or any other Agreement between the parties and their affiliates. If Subcontractor does not have a sufficient credit balance to permit a set off as described above, Subcontractor will pay the amount due within 10 days of receiving a balance due notice. If NSS is forced to take legal action to enforce its rights hereunder, Subcontractor agrees to pay NSS's reasonable attorney's fees, court costs, and other costs of collections incurred in connect with such enforcement. NSS shall reconcile on a periodic basis the credits and debits to Subcontractor's commission account that result from (i) the dollar value difference between orders transmitted by Subcontractor and orders for which payment is actually received by NSS and (ii) any returns, refunds, credits, chargebacks, overpayments, reimbursements, or other deductions or offsets made in connection with orders on which Subcontractor received a commission; provided, however, that no commission payment shall be final until such time as both (a) NSS shall have received its commission from Service Provider on Subcontractor's sales and (b) such subcontractor sales shall no longer be subject to any return, refund, credit, chargeback, reimbursement, or other deduction or offset that would in effect reduce the commission paid by Service Provider to NSS with respect to such Subcontractor sales.

9. Ownership of Customer Records: All records of the accounts of customers of NSS or Service Provider that have been activated with Service Provider and any other records and books relating in any manner to said customers, whether prepared by Subcontractor or otherwise coming into Subcontractor's possession, shall be and remain the exclusive property of Service provider regardless of who actually prepared the original book or record. All books and records shall be immediately returned to NSS by Subcontractor upon termination of this Agreement.

10. Indemnification. Subcontractor shall indemnify and hold NSS and its officers, directors, shareholders, and employees harmless from all damages, losses, causes of action, costs and expenses, including reasonable attorney's fees, whether the same be incurred as a result of investigation, defense or prosecution of any claim or cause of action, or any other loss resulting from any breach of any of its representations, warranties or obligations under this Agreement or from any and all misrepresentations or allegations of deceptive trade practices.

NSS shall hold Subcontractor free and harmless from any and all claims arising from the defect, inefficiency of NSS products or violation of its warranties and shall indemnify Subcontractor for damages and expenses it may incur including reasonable attorney's fees, for investigation and for the defense of its interest against any claim or cause of action resulting from the above claims.

11. Confidentiality and Non-Disclosure Agreement. The parties, by execution hereof, acknowledge that NSS has disclosed to Subcontractor certain information relating to the business of NSS. Subcontractor agrees that it shall not use such information except in the pursuit of Subcontractor responsibilities and rights under this Agreement. Subcontractor shall not at any time during the term of this Agreement and after termination of same, divulge or use for Subcontractor own purposes, or the purposes of any Independent Contractor, any trade secrets, confidential or business information relating to the business affairs of NSS. Subcontractor expressly understands and agrees that the names of Purchasers are the exclusive property of NSS. Subcontractor and its officers, directors, shareholders, partners, members and employees, represent and warrant that he, she and it will not (i) use, sell or otherwise transfer such Purchaser names in any manner or for any purpose other than as expressly provided for herein or (ii) solicit or attempt to solicit such Purchaser names for the purchase of any goods and services other than expressly provided for herein for the term of this Agreement and for a period of two (2) years thereafter.

12. Non-Solicitation of Employees Clause. Subcontractor agrees that during the term of this Agreement and for a period of two (2) years after termination of this Agreement, it shall not, either directly or indirectly, on its own behalf or on behalf of others, solicit, divert, or hire away, or attempt to solicit, divert or hire away, to its own business or any other business in competition with NSS, any person retained by NSS, now or in the future as a full-time employee, as a part-time employee, or as an independent contractor.

13. Default/Remedies. In the event of breach of this Agreement or default of the obligations hereunder by either party, each party shall be entitled to all rights and remedies as may be available under law or in equity as applicable hereto. Specifically, by way of example and not limitation, any party upon breach hereof shall be liable to the other party for any and all damages provable as a consequence thereof. Notwithstanding the foregoing, the parties hereto agree that, to the extent that damages are insufficient remedy in respect to such breach, including but not limited to a breach of the provision hereof concerning exclusivity, agreements not to compete, agreements not to solicit employees, divulging of confidential or business information, or otherwise engaging in activity which is not able to be remedied by the payment of money, then the parties acknowledge that remedies of specific performance, injunction or other equitable relief may be appropriately sought.

14. Termination of this Agreement. Either party may terminate this Agreement, effective ten (10) days from receipt of notice by the other party, and at any time for cause. This agreement may be terminated in the following manner:

a. By mutual agreement of NSS and Subcontractor; b. By NSS without notice to Subcontractor, for "cause" which shall be defined as (i) conduct amounting to fraud or dishonesty against NSS or Service Provider, (ii) commission of a crime (iii) conduct which brings dishonor to NSS or Service Provider, (iv) failure for any reason to follow the policies or guidelines of NSS or Service Provider, (v) breach of the provisions of thie Agreement, (vi) any voluntary or involuntary filing for bankruptcy, reorganization or other debtor relier, insolvency, or assignment for the benefit of creditors, (vii) failure to continue day-to-day operations, (viii) any material change in ownership or control of Subcontractor or (ix) misrepresentations by Subcontractor, violations of any applicable regulations or statutes. c. In order to terminate this Agreement, a party must send written notice of such termination to the other party. Written notice means that the termination of the agreement must be in writing and sent either by email, facsimile or postal services to the other party at the address or number designated by the other party for such correspondence. d. Upon termination of Subcontractor's engagement for whatever reason, all of Subcontractor's indebtedness to NSS shall be immediately due and payable. NSS shall have no obligation to Subcontractor except to pay, one hundred and eighty (180) days after the date of the last service activation till the termination date, any accrued but unpaid commissions. The balance of the commissions after (180) days after the date of the last service activation till the termination date will be payable after (180) days in order to protect NSS from chargebacks. NSS's payment of such commissions is further subject to NSS's reconciliation of all of Subcontractor's chargebacks which may be deducted from any commissions owing to Subcontractor. e. Upon request of NSS and in all events upon termination of this Agreement for any reason, Subcontractor shall return to NSS or its designee any and all property in whatever form in the possession or control of Subcontractor or its personnel concerning or relating to NSS, Service Provider, or this Agreement. Subcontractor shall immediately upon termination: (i) cease holding itself out or in any other manner representing itself to others as affiliated or associated with NSS or Service Provider; (ii) return to NSS or destroy, at NSS's request, any and all signs, order forms, price lists, stationary or other materials or documents supplied by NSS or with the name of NSS or Service Provider imprinted thereon.

15. Assignment. This Agreement shall be binding upon the parties and their respective successors and assigns; provided, however, Subcontractor understands and agrees that (i) NSS shall have the power and right to assign any right or interest in this Agreement upon fifteen (15) days prior notice to the Subcontractor a although it may be without the Subcontractor consent; however, the Subcontractor may validly opt to terminate this Agreement if it does not agree to such assignment and it would not be held liable for any claims for such termination and (ii) Subcontractor shall not have the power or right to assign any right or interest in this Agreement without prior written consent of NSS.

16. Written Notice. All written notices are to be given in writing and sent by email, facsimile or postal services to the other party at the address or number designated by the other party for such correspondence.

17. Applicable Law. This Agreement shall be governed by and construed according to the laws of the State of California. Any action to enforce this Agreement shall be brought to the venue chosen by the party filing the complaint and shall be deemed the proper venue for all purposes.

18. Attorney's Fees and Costs. If any action at law or in equity is brought to enforce or interpret the terms of or for breach of this Agreement, then the prevailing party shall be entitled to reasonable attorney's fees, costs, and any other relief to which it may be entitled.

19. Entire Agreement. This Agreement constitutes the final understanding and agreement between the parties. Any prior agreements, promises, negotiations, representations or other terms not set forth or referred to in this Agreement are of no force and effect. This Agreement cannot be amended or changed except by a writing signed by both parties.