supplier master services agreement - altus … · supplier master services agreement july 23, 2014...

SUPPLIER MASTER SERVICES AGREEMENT

July 23, 2014 Bartech Proprietary and Confidential Bartech Final with accepted changes of 54 SMSA-TEK at CHN


Between

The Bartech Group, Inc.

And



Table of Contents

TERMS AND DEFINITIONS .............................................................................................................................. 3

SECTION 1: SERVICES ..................................................................................................................................... 4

SECTION 2: TERM OF AGREEMENT .................................................................................................................. 5

SECTION 3: REQUISITION PROCESS .............................................................................................................. 5

SECTION 4: BILL RATES; EXPENSES; TAXES ................................................................................................... 6

SECTION 5: PAYMENT FOR SERVICES ............................................................................................................. 9

SECTION 6: TERMINATION ........................................................................................................................... 10

SECTION 7: SUBCONTRACTING .................................................................................................................... 11

SECTION 8: COMPLIANCE WITH LAW ........................................................................................................... 12

SECTION 9: SUPPLIER WARRANTIES ............................................................................................................ 12

SECTION 11: CONFIDENTIALITY ................................................................................................................... 13

SECTION 12: PROPRIETARY RIGHTS ............................................................................................................ 15

SECTION 13: NON-SOLICITATION OF EMPLOYEES ...................................................................................... 16

SECTION 14: INDEPENDENT CONTRACTOR .................................................................................................. 16

SECTION 15: INSURANCE .............................................................................................................................. 17

SECTION 16: INDEMNIFICATION AND LIMITATION OF LIABILITY ............................................................. 18

SECTION 17: DISPUTE RESOLUTION ............................................................................................................ 19

SECTION 18: NONDISCRIMINATION; CONFLICTS OF INTEREST ................................................................. 20

SECTION 19: SUPPLIER RESPONSIBILITIES ................................................................................................ 20

SECTION 20: GENERAL .................................................................................................................................. 25

SIGNATURE .................................................................................................................................................... 27

SCHEDULE A: MARKUP RATES ....................................................................................................................... 28

SCHEDULE B: ACCU-RATE CALCULATOR ....................................................................................................... 29

SCHEDULE C: EXPENSES ................................................................................................................................ 30

SCHEDULE D: PAYMENT PROCESSING .......................................................................................................... 31

SCHEDULE E: RIGHT TO HIRE FEE SCHEDULE .............................................................................................. 36

EXHIBIT 1: STATEMENT OF SERVICES .......................................................................................................... 37

EXHIBIT 2: BUSINESS IDENTIFICATION NUMBER/SMALL SUPPLIER GST EXEMPTION FORM .................. 41

EXHIBIT 3: SUBCONTRACTOR AUTHORIZATION .......................................................................................... 42

EXHIBIT 4: FIELDGLASS END USER CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT .................... 44

EXHIBIT 5: ACKNOWLEDGMENT OF CONTRACT WORKER STATUS AND BENEFITS WAIVER ...................... 49

EXHIBIT 6: ON-BOARDING/OFF-BOARDING CHECKLIST ............................................................................. 50

EXHIBIT 7: CNH CONTRACTOR AGREEMENT ................................................................................................ 52

EXHIBIT 8: BACKGROUND/DRUG SCREEN WAIVER ..................................................................................... 53

EXHIBIT 9: SATISFACTION SURVEY FORM ................................................................................................... 54




This Agreement, made and entered into this __ day of July, 2014 (“Effective Date”) is between The Bartech Group, Inc., a Michigan corporation with a place of business located at 27777 Franklin Road, Suite 600, Southfield, MI 48034 (hereinafter referred to as “Bartech” or “MSP”) and TEKsystems, Inc. ("Supplier"), a Maryland corporation corporation with a place of business located at 7437 Race Road, Hanover, MD 21076 (individually, a “Party” and collectively, the “Parties”).

RECITALS

1. Bartech and CNH America LLC and its subsidiary and affiliated companies (collectively referred to herein as "Customer") have entered into an Agreement for contract workforce management services (the "MSP Agreement') dated as of the 16TH day of March, 2010, pursuant to which Bartech has agreed to provide contract workforce management services to Customer in connection with its use of temporary administrative, clerical, light industrial, heavy industrial, technical, information technology and professional workers.

2. In connection with the performance of Bartech's obligations to Customer under the MSP Agreement, Bartech desires to retain Supplier to supply, and Supplier desires to supply, such temporary workers, for the purpose of assigning them to Customer, on the terms and conditions of this Agreement, including its various Exhibits, and the Work Orders issued from time to time in the form contained within the Web-based application utilized by Bartech and Supplier as hereinafter described.

NOW, THEREFORE, Bartech and Supplier hereby agree as follows:

TERMS AND DEFINITIONS

TERM DEFINITION

Assignment The period during which a Contract Worker is engaged by a Supplier to render services to Customer.

Bartech The MSP, who is responsible for management of the MSP Program.



TERM DEFINITION

Compliance Date

The date on which Bartech and the Suppliers commence implementation of the various components of the MSP Program with respect to each other.

Contract Worker

An individual employed by Supplier to provide services to Customer through the MSP Program. Temporary/Recruited Contract Workers shall mean those individuals identified by Bartech or the Supplier for placement on Assignment with Customer. Payrolled Contract Workers shall mean those individuals referred by Customer or pre-identified by Customer for placement on Assignment with Customer. Collectively, “Contract Worker” shall mean both Temporary/Recruited and Payrolled individuals. All references in this Agreement to "Contract Workers" shall mean employees of the Supplier and all references to employees of the Supplier shall mean Contract Workers.

Customer CNH America LLC

TERM DEFINITION

Fieldglass™ The owner and provider of the Web-based application utilized by the Parties for managing and monitoring the various aspects of the MSP Program.

Hiring Manager Employees of Customer authorized by Customer to request and procure the services of Contract Workers.

Managed Service Provider (“MSP”)

MSP stands for Managed Services Provider which, for purposes of this Agreement, is Bartech. This is the current market accepted term for the manager of a contract workforce management program which has outsourced responsibility for managing processes relating to staff augmentation labor procurement and management.

MSP Fee

The fee paid to the MSP for the services performed by the MSP in managing the MSP Program for Customer. The MSP Fee shall be calculated by applying the fixed percentage (provided for in this Agreement) to payments for Contract Workers services, excluding payments representing reimbursement of Supplier expenses as allowed under this Agreement.

MSP Program The contract worker management program managed by Bartech to deliver temporary workers, labor procurement and management to Customer

MSP Program Office (“T.R.A.C.S. Program Office”)

A group of MSP employees designated for managing and administering the day-to-day activities of the MSP Program. T.R.A.C.S. stands for “The Road to Acquiring Contingent Staff.”

Party(ies) In the singular, either Bartech or Supplier as context may so dictate, or in the plural, both Bartech and Supplier.

Services The meaning set forth in Section 1.

Statement of A document which describes in detail the activities which are to be



Services (“SOS”) performed by the Supplier on behalf of the Customer.

Supplier An entity that has entered into a Supplier Master Services Agreement and which is thus authorized to supply Contract Workers to Customer.

Work Order (“WO”)

A document which describes in detail the activities which are to be performed on behalf of the Customer by the Supplier and which identifies the Contract Worker(s) performing the services.

Section 1: Services

1.1 At Bartech's request and subject to acceptance by Customer, Supplier will use its good faith

best effort to supply qualified individuals to Bartech to perform contract services for Customer in the United States and Canada (collectively, "Services"). Supplier shall, in all respects, follow the attached Statement of Services ("SOS"), set forth in Exhibit 1, and provide its Contract Workers at prices mutually agreed upon by Bartech and Supplier in compliance with the rate tables set forth in Schedule A and B.

1.2 The Compliance Date is July 23, 2014.

Section 2: Term of Agreement

The term of this Agreement will commence on the Effective Date and will continue in effect until March 2015, unless terminated prior thereto in accordance with this Agreement. In the event that neither Party to this Agreement terminates same in accord with the terms herein, the Agreement shall be automatically renewed for additional one (1) year periods and shall not require a writing by either Party hereto in order to extend the term hereof.

Section 3: Requisition Process

3.1 Work Order; Confirmation. Included within the Fieldglass system is a WO which, when completed, serves as the written confirmation of the project the Contract Worker is assigned to ("Assignment"), the assignment of the Contract Worker to that project, the anticipated length of the Assignment, and the confirmation of the rate to be paid by Bartech to Supplier for the Contract Worker's services. Completed WOs shall serve as confirmation of the terms with respect to individual Contract Worker Assignments. No Contract Worker Assignment will be permitted to begin prior to finalization of the applicable WO. WOs may be modified at any time upon mutual agreement of the Parties.

3.2 If there is a conflict between this Agreement and any WO, the terms of this Agreement will govern the provision of the Services involved.

3.3 Bartech shall, at its option and in its sole discretion, contact Supplier to request Contract Workers to perform the Services described in a WO, based upon requirements Bartech receives from the Customer. Bartech will not be obligated to select Supplier's Contract Workers for the Services.

3.4 Supplier shall cause its Contract Workers to provide Customer with status reports as specified in the applicable WO or as otherwise requested by Bartech or Customer.

3.5 Work Order Status Updates. Supplier will provide Bartech with status updates on all WOs given to Supplier as follows:

(A) Reasonable updates, and as otherwise requested by Bartech, for all advance WOs; and



(B) Within twenty-four (24) hours of receiving any other WO.

3.6 Contract Worker Information. Prior to the commencement of the performance of any Services by a Contract Worker of Supplier, Supplier will provide Bartech with all information with respect to each such Contract Worker that is specified in the WO, and in doing so will ensure that Supplier complies with all applicable privacy legislation, domestic or foreign, including, for those doing business in or with Canada, the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”).

3.7 Contact with Customer. All Customer requests for Services and requirements and any related matters will be exclusively directed to and handled by Bartech. Supplier shall receive all Services requirements directly from Bartech and Supplier shall submit all resumes to Bartech for consideration by Customer. Unless otherwise directed by Bartech, Supplier will deal directly and exclusively with Bartech with respect to the Services (including, but not limited to, requests for utilization of the Services, submittal of resumes and feedback requests and responses, Supplier Contract Workers and performance and Service requirements). Except as expressly approved or directed by Bartech, Supplier will not direct any such inquiries or matters to Customer.

Section 4: Bill Rates; Expenses; Taxes

4.1 Bill Rates. Bill rates charged by Supplier shall be reasonable rates not more than that charged by the Supplier for other commercial customers for similar work under similar terms and conditions and shall, in all events, not exceed the markup or billing rate, as applicable, derived by application of the rate schedules shown in Schedules A and B. Notwithstanding anything to the contrary in this Agreement at all times the bill rate of record shall be that in the Fieldglass WO. In the event there is a conflict between the markup or bill rates in Schedule A or B and the Fieldglass WO, the Fieldglass WO shall govern.

(A) Markup Rates. Bartech shall pay Supplier the amounts derived by applying the markup rates for the labor types requested under this Agreement as set forth in Schedule A.During the term of this Agreement, Customer may modify or request labor types and/or Contract Workers beyond that which is referenced in Schedule A. Once both Customer and Bartech agree to the changes requested, and if Supplier is determined by Bartech in its sole discretion to be requested to provide Contract Workers within the modified or new classifications, Bartech will provide Supplier an updated Schedule A. Any updates to Schedule A may come from Bartech via electronic mail, such electronic mail updates shall operate as an amendment to Schedule A.

(B) Accu-Rate Calculator. Bartech shall pay Supplier the amounts derived by applying the Accu-Rate Calculator ("Accu-Rate") for the labor types requested under this Agreement as set forth in Schedule B. Suppliers shall provide to Bartech basic information about its specific costs related to each Contract Worker submittal, and the Accu-Rate will compute a bill rate. Suppliers' cost information submittals shall be subject to audit. Failure to submit required cost information may result in rejection of Supplier's candidate.

(C) At the commencement of the MSP Program set forth in this Agreement, existing Supplier billing amounts and rates will continue to apply and Bartech shall pay those amounts and rates but only until (i) the expiration or extension of the individual Assignment then in place or (ii) on or before the review by Bartech of the MSP Program Billing amounts and rates to occur on or before the first year anniversary of the Effective Date, whichever occurs earlier. The amounts and rates on all such Assignments, if continued, shall be as set forth in an amendment to Schedules A or B.



(D) Increase in Burden. In the event any Supplier, as employer, is obligated or liable for additional payment of taxes or premiums for workers compensation, unemployment insurance, disability, social security or any other statutory requirements of any nature, whether mandated by federal, provincial, state, local or municipal law or regulation, the Supplier may petition Bartech by March 30th of that given year for the cost of any such amounts to be passed through to Customer (without markup) by means of a corresponding increase in the bill rate. Bartech, in its sole discretion and in consultation with Customer, may approve or deny such petition. Any approved increase in burden will be effective no earlier than May 31st of that given year.

(E) Overtime, Double Time and Holiday Bill Rates. Overtime bill rates for hours worked on Assignments after the Effective Date of Amendment 6 shall not exceed 1.35 times the straight-time rate for overtime and 1.65 times the straight-time bill rate for double time applicable to the Contract Worker. Eligibility for overtime and double time bill rates, including overtime and double time eligibility during work weeks containing a statutory holiday, shall be in accordance with local law. Statutory holiday bill rates shall not exceed 1.35 times the straight-time bill rate for hours worked on such holidays. Such bill rates shall be set forth in the applicable WO.

4.2 MSP Fee. All compensation to be paid by Bartech to Supplier pursuant to Schedules A and B shall be subject to a Managed Staffing Provider Fee ("MSP Fee"), which shall be for the services provided by Bartech in securing placement and managing the MSP program at Customer. The MSP Fee for Suppliers shall be 2.975% of all gross amounts invoiced for Supplier's Contract Workers working at Customer. The MSP Fee shall be deducted from the sums due to the Supplier prior to payment of same by Bartech.

4.3 During the term of this Agreement, Supplier agrees to participate in good faith in the MSP

Program-wide efforts to provide additional cost savings to Customer through annual volume discounts.

4.4 Expenses.

(A) Supplier will be entitled to reimbursement for those permitted, reasonable travel expenses actually incurred by its Contract Workers in connection with providing Services under this Agreement, provided that Contract Worker or Supplier has: (a) obtained Customer's prior written consent; (b) detailed such expenses within the Fieldglass system in a form acceptable to Bartech; (c) approved such expenses as being in accordance with Customer's expense policies; and (d) submitted supporting documentation satisfactory to Bartech and Customer, as set forth in Schedule C.

(B) It is understood that neither Bartech nor Customer shall reimburse Supplier for normal commutation expenses or for travel and living expenses incurred by any Contract Worker performing Services at a Customer facility located in the same metropolitan area as that of such Contract Worker's home base. It is also understood that any air transportation reimbursable under this Agreement shall be coach-economy and that any entertainment by or on behalf of Supplier or any Contract Worker shall be at no cost to Bartech or Customer.

(C) It is further understood that neither Bartech nor Customer shall reimburse Supplier for expenses associated with Supplier's training at its facility to be in compliance with: 1) Contract Worker on-boarding requirements otherwise described in this Agreement; 2) the Occupational Safety and Health Act (“OSHA”), or any comparable domestic or foreign law or related safety training of Supplier's Contract Workers, staff employees or permitted subcontractors.



4.5 If requested, Supplier will promptly provide reasonably detailed additional information on fees and expenses sufficient to answer any Bartech or Customer concerns or questions pertaining to the payment obligation(s). Such additional information shall be supplied within ten (10) business days of being requested. Payment on questioned items may be delayed until receipt of such information and resolution of any concerns or questions; it shall not be considered a default of any Party's payment obligations under this Agreement or under any amendment to this Agreement, unless specifically stated therein.

4.6 Taxes.

(A) Sales Tax.

(1) Supplier shall be responsible for the remittance to the appropriate governmental authority of all taxes (including any withholding taxes, if any, and for greater certainty, all applicable Canadian sales taxes set forth in Section 4.6(C)), levies, duties, assessments and deductions of every nature required by law in connection with the provision of the Contract Worker Services pursuant to this Agreement (collectively, "Supplier Taxes"), except as set forth in Section 4.6(B) below. Supplier will ensure the correct tax percentage is included as either a separate line item in the applicable invoice for the Contract Worker Services to which it pertains or is included in the Fieldglass system prior to acceptance so that when time is submitted the correct tax amount will calculate and be included on the invoice to Bartech and remitted back to Supplier.

(2) Supplier shall cooperate with all reasonable requests of Bartech and Customer in connection with any contest or refund claim with respect to taxes. If Supplier incorrectly (in the opinion of Bartech and Customer) bills and collects tax from Customer and the taxing authority requires that any refund from the taxing authority be sought by the billing party, then, upon request from Bartech and Customer, Supplier shall seek the refund and remit to Bartech and Customer the amount of the refund actually obtained, together with interest, if any, actually received, promptly upon receiving such refund and interest, if any, from the taxing authority. Moreover, Supplier shall refund to Bartech and Customer any tax paid by Customer that is refunded to Supplier, with applicable interest.

(B) Sales Tax — Resale Exemption. Bartech will issue resale exemption certificates to Supplier with respect to those United States taxing authorities that provide for issuance of such certificates upon resale of temporary employment services, and in such instances, Supplier will not be responsible for remittance of such taxes.

(C) Canada. Contract Worker Services in Canada shall be subject to Canadian goods and services tax ("GST") and harmonized sales tax (referred to as "HST" in the province of Ontario and Quebec Sales Tax ("QST") in the province of Quebec). Bartech shall be required to withhold all Part XIII Non-Resident Withholding from payments to Suppliers that are not Canadian residents and shall report such withholdings to Canadian tax authorities through the timely filing of returns therefor. Suppliers providing Services in Canada to Customer through the MSP Program shall be required to complete the Business Identification Number/Small supplier GST Exemption Form set forth in Exhibit 2.

(D) Supplier's Contract Workers.

(1) With regard to the Supplier's Contract Workers who deliver the Services to Customer pursuant to this Agreement, Supplier will be solely liable for any:



(a) Federal, State, Provincial (Canada) or Local taxes based on or measured by Supplier's property, capital, income or receipts;

(b) Federal Insurance Contributions Act ("FICA") taxes (including the Medicare portion) and, with respect to Contract Workers assigned to Customer locations in Canada, the Canadian equivalent thereof;

(c) Federal Unemployment Tax Act ("FUTA") contributions and, with respect to Contract Workers assigned to Customer locations in Canada, the Canadian equivalent thereof; and

(d) State Unemployment Insurance ("SUI") contributions and all other applicable payroll tax obligations and, with respect to Contract Workers assigned to Customer locations in Canada, the Canadian equivalent thereof.

(2) Supplier will withhold all applicable Federal, Provincial, State, and Local income taxes, and the employee's (including Contract Worker's) share of FICA or other applicable payroll taxes borne by the employee (including Contract Worker) and Supplier will be solely liable for any liability attributable to incorrect or under-withholding. Supplier is also responsible for any state, provincial or any comparable domestic or foreign unclaimed property or escheat obligation and to report any checks that are not cashed.

(2) Neither Customer nor Bartech will have any obligation to withhold Federal, Provincial, State, or Local income tax, or employee's portion of FICA or other payroll taxes, from any individual assigned by Supplier to provide Services under this Agreement; nor will Bartech or Customer have any liability for any FICA, FUTA, or SUI contributions or other payroll taxes on behalf of any Contract Workers assigned by Supplier.

(E) Supplier will timely file all its applicable tax returns, including but not limited to, income tax returns, sales and use tax returns, payroll and employment tax returns, and information returns required by law, in a manner consistent with its status as an independent provider of Services and as employer of Contract Workers. Supplier will make all required payments and deposits of taxes as required by law in a timely manner.

Section 5: Payment for Services

5.1 Billing Procedure. Supplier will cause each of its Contract Workers to comply with the Fieldglass system for all work completed for the applicable time, and to secure the signature of the Customer representative approving hours entered therein. All such reporting and billing shall be directed to Bartech only and Supplier will not otherwise invoice Bartech or Customer for the Services.

5.2 Supplier shall be compensated for Services performed for and pre-approved expenses incurred on behalf of Customer in accordance with applicable WOs, provided that Supplier's markups or bill rates for Services do not exceed the applicable maximum markup percentages or bill rates provided in Schedules A and B. Reimbursable expenses may not exceed the amounts shown in Schedule C. Bartech will pay Supplier in accordance with the Payment Processing Calendar set forth in Schedule D. Payment made under this Agreement shall be made by Automated Clearing House (ACH) payments in immediately available funds to such bank account as Supplier may designate provided, however, if payment by ACH is not possible, payment shall be made by bank wire transfer or other mutually agreed upon payment method. Payment will only be made for time properly reflected and authorized by Customer in the Fieldglass system.

5.3 Within sixty (60) days of receipt of payment from Bartech, Supplier must bring to Bartech's attention any errors or omissions relating to payment. Payment issues not raised within such sixty (60) day limit are deemed waived, except to the extent resulting from fraud.



5.4 Bartech shall never be obligated to pay Supplier under any circumstances, unless and until payment is received from Customer by Bartech in full, covering the Services for which Supplier has submitted an invoice. This is a condition precedent to any obligation of Bartech, and shall not be construed as a time of payment clause. This provision governs all other portions of this Agreement, and any conflicting language shall be modified or deemed to be consistent with this Section 5.4. Supplier agrees, however, that once payment is made to Bartech by Customer, Supplier shall look only to Bartech for payment of amounts due to it and releases Customer from any further liability for such payments.

5.5 It is agreed that Supplier relies solely and exclusively on the credit of Customer, not Bartech, for payment for its Services. Notwithstanding any contrary payment terms provided for in this Agreement, Supplier agrees that in the event of Customer's delay, failure, refusal or inability to pay Bartech for the Services provided by Supplier's Contract Workers, Bartech shall have no obligation to pay for such Services. It is further agreed that if payment under such circumstances is made by Bartech to Supplier, Bartech shall be entitled to recover the full amount of such payment from Supplier or to deduct such amount by offset from any payments then or thereafter due to Supplier.

5.6 Bankruptcy. Supplier agrees that in the event that any payment received by Bartech from Customer on account of Services provided by Supplier is determined to be a preference payment under the bankruptcy laws of the United States or equivalent foreign laws and is required to be repaid by Bartech to Customer, to the extent that such preference payment included sums which have been paid to Supplier in respect of Supplier's invoices, Supplier shall, within five (5) business days of receipt of notice from Bartech of such event, repay and return to Bartech the amount of such preference payment, and Supplier shall indemnify and hold Bartech harmless from any and all such preference claims. Supplier assumes all risk of non-payment by Customer, including but not limited to any credit risk associated with Customer.

5.7 Payment to Contract Workers. As to Customer and Bartech and amongst Customer, Bartech, Supplier and Supplier's Contract Workers, payment by Bartech on behalf of Customer to the Supplier shall constitute full and complete payment for the Services. Supplier shall be fully responsible for all compensation or the payment due from Supplier to any Contract Worker assigned by Supplier.

Section 6: Termination. 6.1 Termination for Convenience. Bartech may terminate this Agreement (a) at its convenience for

any or no reason by giving Supplier written notice of such termination at least thirty (30) days prior to the effective date of such termination and (b) immediately in the event that the MSP Agreement is terminated.

6.2 Termination due to Expiration or Non-Renewal. In the event that Supplier shall terminate this Agreement pursuant to Section 2, Supplier acknowledges and agrees that any WOs that have not otherwise expired or been terminated shall not be terminated by the termination of this Agreement, unless agreed to in writing by Bartech, and Supplier's Contract Workers shall continue to perform the designated Services, without execution of a new WO, until the expiration of the term as described in the previously executed WO.

6.3 Termination for Cause. Either Party shall have the right to terminate this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the Party specifying such default.

6.4 Termination for Insolvency. A Party will be deemed in breach of this Agreement if such Party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation or insolvency, or for the appointment of a receiver, conservator, or similar officer, is unable to pay its debts as they become due, makes an assignment to or for the benefit of its creditors, or ceases to conduct business for any reason on an ongoing basis leaving no successor in interest.



6.5 Actions upon Termination. Upon termination of this Agreement or WO for any reason, unless

otherwise requested by Bartech, Supplier shall promptly deliver to Bartech for delivery to Customer (or retention by Bartech as warranted) all papers, documents, software programs, and other tangible items (including all copies) constituting Confidential Information, and all Work Product in the possession of Supplier or its Contract Workers. Supplier will be entitled to recover for all Services performed prior to the date of termination; however, Supplier shall not be entitled to any anticipated profit or fees for unperformed services.

6.6 At Bartech's request, each of Supplier's Contract Workers assigned to Customer as of the effective date of termination of this Agreement will be allowed by Supplier to continue their Assignment through the period of time specified in the WO, unless it is determined there is a failure to perform the job function required.

6.7 Open

6.8 If this Agreement is terminated, Supplier agrees to work with Bartech to minimize any disruption to Customer's operations as a result of the termination.

6.9 Termination of an Assignment.

(A) Bartech and Customer shall have the right to terminate a WO for any reason, or no reason, immediately.

(B) The submission of any fraudulent time records by any Contract Worker provided under this Agreement shall be grounds for immediate termination of the Assignment of the Contract Worker that has submitted such record. In the event of such termination, Bartech and Customer shall have the right to withhold all payments for such terminated Contract Worker until a complete audit has been made of time records submitted by such Contract Worker provided by the Supplier. Suppliers shall not provide Customer with any Contract Worker whom Supplier knows has engaged in providing any fraudulent time records to any entity. Upon becoming so aware Supplier shall immediately notify Bartech, Bartech shall immediately notify Customer and an audit of the time records submitted by such Contract Worker shall be made at Supplier's expense. Supplier shall agree to fully cooperate in any civil or criminal action instituted against any Contract Worker provided under this Agreement believed to have defrauded Customer. If the submission of fraudulent records occurs on more than one (1) occasion and Supplier has been found to have been aware of the fraudulent activity and failed to report and correct such activity, Bartech and Customer may at its sole option terminate such Supplier's designation as an authorized Supplier under this Agreement and terminate this Agreement immediately for cause.

(C) Canada. In the event Customer or Bartech requests termination of an Assignment in Canada, Supplier shall receive the appropriate termination notice for any Contract Workers providing Services under that Assignment. Appropriate termination notice shall be in accordance with applicable law in the province which Supplier is providing the Contract Workers. If Supplier does not receive appropriate termination notice from Bartech or Customer then Supplier shall be reimbursed for any statutorily required payment in lieu of notice for the terminated Contract Worker. If applicable, Supplier shall also receive any severance pay statutorily required by Canadian provincial law upon the termination request of a Contingent Worker. To receive such payment in lieu of notice or severance pay (“Canada Termination Amount”), Supplier shall provide written document supporting the request for payment and submit a miscellaneous invoice in Fieldglass with two line items, the Canada Termination Amount and the taxes applicable on the Canada Termination Amount.

Section 7: Subcontracting



Suppliers may subcontract specific Assignments only with Bartech's and Customer's prior written consent. Supplier shall request consent from Bartech using the Subcontractor Authorization form which is attached as Exhibit 3, which consent shall be provided in Bartech's and Customer's sole discretion. Approval from Bartech and Customer will become effective only upon receipt by Supplier of such duly completed and fully executed Subcontractor Authorization form, which shall then become a part of this Agreement. Supplier shall remain fully liable for its subcontractors performance of the obligations subcontracted.

Section 8: Compliance with Law

8.1 Each Party shall comply with all applicable federal, state, provincial and local statutes, ordinances, rules, laws and regulations, domestic or foreign, relating to its activities and obligations under this Agreement.

8.2 Customer is both an Equal Opportunity Employer ("EEO") and a Federal Contractor. Therefore, Supplier shall, with respect to Contract Workers assigned to Customer locations in the United States, and to the extent applicable, comply with Executive Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974 and the Vocational Rehabilitation Act of 1973. Such Executive Order and such laws are expressly included in the reference to "applicable laws" in Section 8.1.

8.3 Supplier affirms and agrees that they are an EEO employer and are in full compliance with any and all applicable anti-discrimination laws, rules and regulations. Supplier's EEO policies shall include a channel for complaints for its employees. Supplier's employees should be advised of these channels in writing to ensure prompt reporting of any potential discriminatory or harassing behavior.

8.4 Supplier further agrees not to harass, discriminate against or retaliate against any employee of Customer, Bartech or Supplier because of his or her race, national origin, age, sex, religion, disability, marital status or other category protected by law. In the event of any complaint of unlawful discrimination, harassment or retaliation by any Supplier's employees, Supplier agrees to cooperate in the investigation and resolution of such complaint.

8.5 Supplier also agrees to comply with all applicable federal, state and provincial laws and regulations, domestic or foreign, including but not limited to:

(A) with respect to Contract Workers assigned to Customer locations in the United States, the Equal Employment Opportunity Act, the Fair Labor Standards Act, the Social Security Act, the American with Disabilities Act, the Family Medical Leave Act, 1-9 Immigration Laws, and the Immigration Reform and Contract Act of 1986 and the regulations, orders and rules issued thereunder; and

(B) with respect to Contract Workers assigned to Customer locations in Canada, the Employment Equity Act (Canada), the Canadian Human Rights Act (Canada), the applicable human rights legislation under each province, as applicable, the Immigration and Refugee Protection Act (Canada), and the regulations, orders and rules issued thereunder.

8.6 When a requirement exists with respect to Contract Workers assigned to Customer locations in the United States and for assignment of Supplier's employees' services on a Government Contract awarded to Customer that invokes specific wage determination rates under the Service Contract Act, FAR 52.222-41 Service Contract Act of 1965, AS AMENDED (NOV 2007), Supplier agrees to pay the specified hourly rate and benefit package required in the current wage determination. The negotiations for this type of requirements shall be conducted by Customer, or if designated by Customer, by Bartech. Supplier will be notified of any such assignments in the Work Order.



8.7 Supplier agrees to undertake outreach and positive recruitment activities that are reasonably designed to effectively attract minorities, women, veterans and individuals with disabilities. Supplier agrees to contact appropriate recruitment sources to indicate general opportunities available and to request referrals to such sources. Supplier agrees to routinely contact the state and/or provincial employment service offices where Customer has openings in order to solicit candidates from these offices. The state/provincial employment service offices shall be contacted before or at the time that Customer has openings. Supplier agrees to retain records with regard to the dates and results of such contacts. Supplier shall provide copies of such records upon the request of Customer or Bartech.

Section 9: Supplier Warranties

9.1 Supplier shall perform its duties under this Agreement with the degree of skill and care that is required by current, good and sound professional procedures and practices. Supplier further warrants that its Contract Workers will satisfactorily perform the Services described in this Agreement and in each WO in a professional and workmanlike manner. If in Bartech's or Customer's sole judgment, such work is not performed satisfactorily, Supplier shall promptly correct or revise errors or deficiencies that result from such failure.

9.2 Supplier represents and warrants that the Assignment of Supplier's Contract Workers to Customer by Bartech pursuant to this Agreement does not violate any provision in any agreement between and among Supplier, its Contract Workers and/or any third party.

Section 10: Reports, Audit and Record Retention

10.1 Information Management Reports & Measurements. Supplier will provide to Bartech such information as Bartech or Customer may require from time to time for management reports and measurements. Supplier will make a good faith effort to accommodate any specialized record keeping requirements related to Customer, including, but not limited to, compliance with regulatory requirements including maintaining records related to training or working at Customer locations. Supplier will cooperate with Bartech and Customer in the development of measurements of Customer satisfaction and Supplier performance.

10.2 Supplier shall provide information on work authorizations as requested in the Fieldglass system. Upon request, Supplier will provide Bartech with written evidence of work authorization for any and all Contract Workers assigned to Customer and its compliance with applicable immigration laws, domestic or foreign. In the United States, applicable immigration laws include, but are not limited to, as amended, the Immigration and Reform Act of 1986, the Immigration and Nationality Act, the L-1 Visa (Intracompany Transferee) Reform Act of 2004 and the H-1B Visa Reform Act of 2004. In Canada, applicable immigration laws include, but are not limited to, the Immigration and Refugee Protection Act (Canada) and the regulations, orders and rules issued thereunder. Supplier shall monitor the expiration dates of their respective Contract Workers' visa and work permits, if any.

10.3 Audit. Bartech or their outside auditors may, from time to time, during usual business hours and upon reasonable notice to Supplier, audit, examine, and make copies of or extracts from Suppliers' business records to verify that Suppliers' invoices were true and correct and to verify Supplier is in compliance with the terms of this Agreement.

10.4 Record Retention. Supplier will maintain complete and accurate records, in accordance with generally accepted accounting principles, with respect to the performance of this Agreement. Supplier will maintain originals of such records for three (3) years following any expiration or termination of this Agreement and Bartech's final payment, which documents may be audited during the term of this Agreement and such subsequent three (3) year period, and always in compliance with applicable privacy legislation, domestic or foreign, including, for personal information relating to persons in Canada, PIPEDA.



Section 11: Confidentiality

Information and data relating to Customer and/or Bartech and their clients, customers, employees, Contract Workers, representatives, and agents, including financial, statistical, personnel, technical data, marketing information, manufacturing data and processes, product information, and other information regarded as confidential or proprietary by Bartech or Customer, that is contained in the Fieldglass system accessed by Supplier or is otherwise disclosed to Supplier or its Contract Workers in connection with this Agreement ("Customer Information"), is the property of Customer and/or Bartech and Supplier will use such Customer Information solely for purposes of providing Services through Bartech to Customer under this Agreement. Upon Customer's and/or Bartech's request at any time, and upon the expiration or earlier termination of this Agreement for any reason, Supplier shall immediately deliver to Bartech or Customer, at Supplier's expense, any or all of the Customer Information, in the form requested by Bartech or Customer. Supplier shall not possess any interest, title, lien or right to any such Customer Information.

11.2 Supplier understands and agrees that during the course of this Agreement, information that is non-public or proprietary may be disclosed by Customer and/or Bartech to Supplier or its Contract Workers, including, but not limited to, trade secrets, methodologies, Supplier lists, data, including cost and price data, software, computer and telecommunications systems, records, technical processes and formulas, product designs, sales, unpublished financial information, product and business plans, usage rates, projections, marketing data and memoranda, papers, letters, e-mail, notes, plans, documentation, records, and all copies thereof relating to past, existing, or planned business or technology of Bartech or Customer and their respective affiliates, clients and customers ("Confidential Information"). All Work Products, software in source code or object code, deliverables, processes, specifications, or data developed by any Contract Worker in connection with this Agreement shall be Confidential Information, as shall the existence of and the terms and conditions of this Agreement.

11.3 Confidential Information shall not include information that Supplier or the applicable Contract Worker can demonstrate:

(A) is publicly disclosed by Bartech or Customer either prior to or subsequent to the receipt by Contract Worker of such information;

(B) was known to Contract Worker or the Supplier as of the time of its disclosure free from any obligation to keep such information confidential as demonstrated by written records of Supplier or the applicable Contract Worker maintained in the ordinary course of business or actual prior use;

(C) is independently developed by Supplier or the applicable Contract Worker without access to the Confidential Information;

(D) is rightfully obtained from a third party lawfully in possession of the Confidential Information and not under a confidentiality obligation to Customer; or

(E) is required by law to be disclosed by such Party; provided Supplier and/or the applicable Contract Worker, where reasonably practicable and to the extent legally permissible, provides Bartech and Customer with prior written notice of such required disclosure.

11.4 Supplier shall, and shall cause its Contract Workers to, hold all of Customer's and Bartech's Confidential Information in trust and confidence for Bartech and Customer, their subsidiaries, and affiliates. Except as may be authorized by Bartech or Customer in writing, Supplier shall not, and shall cause its Contract Workers not to disclose to any person, firm, or enterprise, or use for its own benefit, any such Confidential Information. Supplier shall, and shall cause its Contract Workers



to, limit access and disclosure of such Confidential Information to Supplier's personnel on a "need to know" basis only. All Contract Workers shall comply with the confidentiality obligations set forth in this Agreement and Supplier shall be fully responsible for its Contract Workers' compliance with the confidentiality obligations set forth in this Agreement and any breach of such obligations. All Contract Workers must agree in writing to hold Confidential Information and Customer Information, including any “personal information” contained therein (as such term is defined in applicable privacy legislation, domestic or foreign), in confidence and private and limit the use of such personal information to the uses permitted hereby pursuant to and in accordance with a written covenant at least as restrictive as the covenant given by Supplier contained in this Section.

11.5 Supplier hereto agrees that any personal information provided to it by Bartech and/or the Customer hereto shall only be used for such purposes as are specified herein or as otherwise permitted in writing by the disclosing party and that the Supplier shall not sell, transfer or disclose such personal information to any other party or use such personal information for any other purpose other than the purposes specified in this Agreement. Supplier will follow all rules and regulations of Bartech and the Customer with respect to the use, destruction, retention and security of the personal information disclosed by the disclosing party. Supplier shall comply with all applicable privacy legislation, domestic or foreign, including, for those doing business in Canada, PIPEDA.

11.6 Supplier acknowledges that unauthorized disclosure of Customer's or Bartech's Confidential Information will cause irreparable injury to Bartech or Customer, which injury shall be inadequately compensable in damages. Accordingly, Supplier agrees that Bartech or Customer may seek and obtain injunctive relief against the breach or threatened breach of Supplier's confidentiality obligations under this Agreement, in addition to any other legal remedies which may be available.

Section 12: Proprietary Rights

12.1 Supplier acknowledges and agrees that Customer shall have exclusive, unlimited ownership rights to all results of any Services performed under this Agreement, including any and all software (including object and source code), deliverables, computer system designs, documentation, know-how, trade secrets, inventions (whether or not patentable or reduced to practice), improvements, processes, developments, materials, or data that the Contract Workers make, conceive, or devise, either solely or jointly, both as individual items and/or a combination of components, as a result of Services performed under any WO (whether or not such WO is completed) (collectively, the "Work Product"), to the maximum extent permitted by law. All the foregoing shall be deemed to be a work made for hire and made in the course of the Services rendered under this Agreement.

12.2 All rights, title, and interest in and to the Work Products shall vest in Customer, and neither Supplier nor any Contract Worker shall have any right, title, or interest in or to such Work Product. To the extent that title to any Work Product may not, by operation of law, vest in Customer or such Work Product may not be considered work made for hire, all rights, title, and interest therein is hereby irrevocably assigned to Customer to the maximum extent permitted by law. Supplier further agrees to cause each of its Contract Workers to similarly assign to Customer all such rights, title and interest in and to the Work Product to the maximum extent permitted by law. All Work Product shall belong exclusively to Customer, with Customer having the right to obtain and to hold in its own name, copyrights, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals of such protections. Supplier agrees to give Customer and any person designated by Customer reasonable assistance, at Customer's expense, required to perfect the rights defined in this Section 12.2.

12.3 Unless otherwise requested by Customer, upon the completion of the Services to be performed



under each WO or upon the earlier termination of such WO, or at Customer's request, Supplier shall cause each Contract Worker to immediately turn over to Customer all Work Product, and all copies thereof, developed pursuant to such WO. All Work Product reduced to tangible form, including any deliverables, shall bear Customer's copyright and trade secret notices, or such other proprietary notice as Customer may specify. Neither Supplier nor Contract Worker shall possess any interest, title, lien, or right to any such Work Product.

12.4 Supplier shall cause each Contract Worker to promptly make a complete written disclosure to Customer of each invention, discovery, device, or procedure whether patentable or not ("Disclosed Subject"), conceived or first actually reduced to practice, solely or jointly, by such Contract Worker and/or Customer as a result of Services performed under this Agreement. As to each such Disclosed Subject, Contract Worker shall specifically point out the features or concepts which he/she believes to be new or different.

12.5 All intellectual property rights, including patent, copyright, and trademark relative to the

FieldglassTM application utilized by Bartech and Supplier to perform their respective services herein will be owned solely by FieldglassTM. The utilization of FieldglassTM by Bartech and Supplier in the performance of services pursuant to this Agreement shall not be interpreted to convey any right, title license, or entitlement of continuous possession or use of such software to Supplier. Supplier shall be required to enter into a FieldglassTM End User Agreement and agree to be bound by the terms of such agreement in its use of the Fieldglass system in furtherance of this Agreement. The Fieldglass End User Agreement will be included in the Supplier Adoption Packet sent by email to Supplier and is attached as Exhibit 4.

(A) Supplier agrees to exclusively utilize the Fieldglass system for purposes of responding to personnel requisitions, resume submittals, time entry, expense billing and required reporting and Contract Worker tracking under this Agreement.

Section 13: Non-Solicitation of Employees

13.1 Both Parties agree not to offer employment to, hire, or engage the services of, directly or indirectly, the employees or personnel of the other Party, whether or not engaged in any activity pursuant to this Agreement, during the term of this Agreement and any extension thereof, and for a period of six (6) months thereafter, without the other Party's written consent; provided, however, Customer shall have the right to solicit and employ Contract Workers assigned under this Agreement as set forth in Section 13.2. Supplier will not hire or solicit the employment of any Customer personnel while Supplier is providing Contract Workers under this Agreement and for a period of six (6) months thereafter. Notwithstanding the foregoing, in no event shall general non-targeted marketing, or hires resulting therefrom, constitute solicitation in violation of this Section.

13.2 Contract Workers placed at Customer may be hired directly by Customer pursuant to Schedule E and Supplier agrees to utilize its best efforts to provide for the smooth transition of employment of any of its Contract Workers directly hired by Customer pursuant to this Section 13.2. With respect to any Contract Worker assigned to perform Services under any WO, any limitation of movement of such Contract Worker, as memorialized in any writing between Supplier and such Contract Worker, shall be inoperative and unenforceable as concerns Customer and shall be superseded by the provisions of this Agreement.

Section 14: Independent Contractor

14.1 In its performance of this Agreement, Supplier will at all times act in its own capacity as an independent contractor, and nothing contained herein may be construed to make Supplier an agent, partner or joint venturer of Bartech or Customer.



14.2 Supplier's Contract Workers assigned to Customer under this Agreement will remain personnel of Supplier and will not by reason of their Assignment to Customer become employees of Bartech or Customer. Such Contract Workers will not be entitled to participate in any of Bartech's or Customer's employee benefit plans, including pension, 401(k) (United States), RRSP (Canada), profit sharing, retirement, deferred compensation, welfare, medical, health, group, insurance, disability, bonus, vacation pay, severance pay and other similar plans, programs and agreements, whether reduced to writing or not. Supplier will cause each of its Contract Workers assigned to Customer to execute the Acknowledgement of Contract Worker Status and Waiver of Benefits Form attached as Exhibit 5.

14.3 Use of Independent Contractors. Supplier agrees that, unless specifically requested by it and subject to the approval of Bartech and Customer, it shall not utilize the services of any independent contractors when servicing positions with Customer and any and all candidates submitted for positions through Bartech shall be employees of Supplier who receive a W-2 (United States) or T4 (Canada) from Supplier. No purported independent contractor found by Bartech not to meet the requirements of any test of independence used by Bartech for making such determinations may be utilized by Supplier on any WO.

Section 15: Insurance

15.1 Required Insurance.

(A) Suppliers shall maintain the following minimum levels of insurance during the term of this Agreement, or the Canadian equivalent for Suppliers providing Services in Canada:

(1) Worker's Compensation, Occupational Diseases and Employer's Liability Insurance;

(2) Comprehensive General Liability including Public Products and Contractual Liability Insurance and Property Damage and Bodily Injury Liability Insurance with a minimum single limit of liability per occurrence of $1,000,000 and $5,000,000 aggregate covering all work performed under this Agreement; and

(3) Professional Liability Insurance with a minimum single limit of liability per occurrence of $5,000,000; and

(4) Automobile Liability of Bodily Injury and Property Damage — including the use of all vehicles; owned, leased, hired and non-owned, with a minimum single limit of liability per occurrence of $1,000,000 covering all work performed under the Agreement.

(B) All insurance shall be carried with insurance companies authorized to do business in all domestic and foreign locations in which Services are to be performed. Coverage and limits are subject to the reasonable approval of Customer.

15.2 Delivery of Certificates of Insurance. Certificates evidencing Supplier's insurance specified in Section 15.1 shall be furnished to Bartech prior to commencement of the Services and should any of the policies described in Section 15.1 be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Certificates shall be sent to Bartech via fax at 877.857.2192 or uploaded directly to the following website, https://www.trackcertsnow.com/tcn/faxUpload/faxUpload.jsp. Excluding the Professional Liability policy, Certificates will state that all coverages carried by Supplier are primary with respect to any coverage carried by Bartech or Customer. The Bartech Group, Inc. and CNH America LLC and their subsidiary and affiliated companies shall be named as additional



insureds on such insurance (except for Workers Compensation, Employee Dishonesty and Professional Liability policies).

15.3 Supplier's failure to maintain the required insurance may as determined by Bartech in its sole and absolute discretion result in: (i) immediate termination of this SOS for breach; (ii) Supplier’s removal from the approved supplier list; (iii) Supplier’s prohibition from receiving new Requisitions; (iv) withholding of payment for Supplier’s Services; or (v) immediate removal of Supplier’s Contingent Workers to a compliant supplier.

15.4 Recovery by Customer of Costs of Insurance. If Supplier fails to provide, in a continuous manner, the above listed coverage, Bartech shall charge back to the Supplier any expense incurred by Customer, or a reasonable estimate thereof, in purchasing like protection, plus the value of any claims that would not have been paid by Bartech or Customer had the Supplier obtained proper insurance coverage.

15.5 Bartech shall reserve the right to amend the limits of the insurance coverage as described herein.

Section 16: Indemnification and Limitation of Liability.

16.1 By Supplier. Supplier agrees, at its own expense, to indemnify, defend, and hold harmless Bartech and Customer and their parents, subsidiaries, affiliates, directors, officers, employees, and agents against any and all losses, liabilities, judgments, awards, and costs (including attorneys' fees and expenses) arising out of or relating to:

(A) any claim on account of any negligent act in the furtherance of the Services on the part of Supplier, its employees, representatives, agents or subcontractors (including any allowed independent contractors working through Supplier), including but not limited to any liability or damages resulting from breach of any duty, theft of material or services any such person, or for personal injury (including death) or damage to property arising out of any negligent act or omission to the extent caused by Supplier, its employees, representatives, or agents; provided however, that Supplier's obligation to indemnify pursuant to this Section 16.1(A) shall not apply to any loss or liability caused to the extent of misconduct or negligence of Customer's or Bartech's employees;

(B) any claim under any labor, employment, employee benefit, tax, or other laws or regulations, domestic or foreign, arising out of any action or inaction of Supplier, its employees, representatives, agents or subcontractors; provided, however, that Supplier shall not be liable under this Section 16.1(B) to the extent that such loss, liability, judgment, award, or cost resulted directly from Customer's or Bartech's action or inaction;

(C) any claim for payment of compensation (including benefits) or salary asserted by any Supplier Contract Worker, including its subcontractor's Contract Workers, or any other liabilities, costs, and expenses (including, but not limited to, attorneys' fees) associated with a determination by any federal, provincial, state or local government Supplier, any court or any other applicable entity that the Contract Workers provided by Supplier are employees of Bartech or Customer for any purpose;

(D) any breach by Supplier of any of the provisions of this Agreement;

(E) Supplier's failure to comply with applicable laws, regulations, or orders;

(F) breach of any obligation of Supplier contained in this Agreement; or



(G) any direct claim for worker's compensation benefits or personal injury claims for job related bodily injury or death against Bartech or Customer by any Supplier Contract Workers, including its subcontractors Contract Workers, or, in the event of death, by their personal representatives; provided, however, that Supplier's obligation to indemnify for personal injury claims shall not apply to any loss or liability to the extent caused by misconduct or negligence of Customer's or Bartech's employees.

The obligations of this Section 16.1 will survive any termination of this Agreement. 16.2 By Bartech. Bartech will indemnify, defend and hold harmless Supplier and its directors, officers,

employees and agents from and against all damages imposed upon or incurred by Supplier arising out of any of the following:

(A) Bartech's failure to comply with all applicable laws, regulations or orders;

(B) Any negligent act or omission or intentional misconduct on the part of Bartech, its officers, directors or employees, provided Bartech's indemnity obligation will be limited to property damage, bodily injury and wrongful death;

(C) Breach of or failure to perform any obligation, provision or condition of Bartech contained in this Agreement.

The obligations of this Section 16.2 will survive any termination of this Agreement.

16.3 Indemnification Procedure. The Party seeking indemnification under this Section 16 (the "Indemnified Party") shall notify the other Party (the "Indemnifying Party") promptly after the Indemnified Party receives notice of a claim for which indemnification is sought under this Agreement, provided, however, that no failure to so notify the Indemnifying Party shall relieve the Indemnifying Party of its obligations under this Agreement except to the extent that it can demonstrate damages directly attributable to such failure. The Indemnifying Party shall have authority to defend or settle the claim; provided however, that the Indemnified Party, at its sole discretion and expense, shall have the right to participate in the defense and/or settlement of the claim, and provided further, that the Indemnifying Party shall not settle any such claim imposing any liability or other obligation on the Indemnified Party without the Indemnified Party's prior written consent.

16.4 In no event shall either Party be liable for any incidental, consequential, exemplary, special or punitive damages or expenses or lost profits, regardless of how characterized and even if the Party has been advised of the possibility of such damages, under or in connection with this Agreement or any order under this Agreement, regardless of the form of action.

Section 17: Dispute Resolution

17.1 In the event of a dispute between the Parties arising out of or related to this Agreement, the Parties agree to use the following procedure prior to either Party pursuing other available remedies.

(A) A meeting shall be held promptly between the Parties, attended by representatives having decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.

(B) If, within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the Parties (the "Neutral"),



seeking assistance in such regard from the American Arbitration Association, Center for Public Resources, or other mutually agreed-upon organization if they have been unable to agree upon such appointment within forty (40) days from the initial meeting. The fees of, and authorized costs incurred by, the Neutral shall be shared equally by the Parties.

(C) In consultation with the Neutral, the Parties will select or devise an alternative dispute resolution procedure ("ADR") by which they will attempt to resolve the dispute, and a time and place (in Michigan) for the ADR to be held, with the Neutral making the decision as to the procedure, and/or place and time if the Parties have been unable to agree on any of such matters within twenty (20) days after initial consultation with the Neutral. In any case, the ADR shall be held not later than sixty (60) days after selection of the Neutral.

(D) The Parties agree to participate in good faith in the ADR to its conclusion. If the Parties are not successful in resolving the dispute through the ADR, then either Party may pursue other available remedies upon seven (7) days written notice to the other Party specifying its intended course of action.

Section 18: Nondiscrimination; Conflicts of Interest

18.1 Nondiscrimination. Supplier shall not discriminate against any employee or applicant for employment with respect to the terms and conditions of his or her employment on the basis of age, sex, race, color, creed, national origin, ancestry, handicap, disability or any other legally protected characteristic.

18.2 Conflicts of Interest of Supplier. Supplier shall immediately notify Bartech of its activities that may be reasonably construed to be in conflict with the business or interests of Bartech or Customer. This provision does not require a disclosure of the financial interest of a representative of Supplier in a competing organization that consists of immaterial amounts of publicly traded securities issued by such organization.

18.3 Creation of Conflicts of Interest. During the term of this Agreement, neither Supplier nor its representatives shall cause or contribute to any situation that gives rise to a conflict of interest for either Bartech or Customer or their representatives. By way of example and not limitation, Supplier and its representatives shall:

(A) Not make, directly or indirectly, any offer or promise of future employment or business opportunity to, or engage, directly or indirectly, in any discussion of future employment or business opportunity with a Bartech or Customer Representative in an attempt to obtain business from Customer, Bartech or customers of either party;

(B) Not offer, give, promise to offer or give, directly or indirectly, to a Bartech or Customer Representative any (i) money or (ii) gratuity, meals, entertainment, sporting event tickets or other thing of more than nominal value to the extent that it could be perceived to influence the recipient's sound business judgment or would be outside of social and business custom.

Section 19: Supplier Responsibilities

19.1 Each Supplier shall appoint an account manager (each, a "Supplier Account Manager") to oversee the performance of the Services by such Supplier's Contract Workers.

19.2 Supplier as Employer. In addition to assigning Contract Workers to perform the Services contemplated by this Agreement, Supplier will recruit, interview, select and hire applicants best



qualified, to the best of their knowledge, to perform the Services described in each WO. As the employer of the Contract Workers performing the Services, Supplier will (i) maintain all necessary personnel and payroll records for its employees, (ii) calculate wages and withhold/pay applicable federal, provincial, state and local taxes and other amounts required to be paid or withheld by law for its employees, (iii) pay net wages and fringe benefits, if any, directly to its employees, (iv) provide insurance in the amounts set forth under Section 15, and (v) provide workers' compensation insurance coverage (and WSIB contributions with respect to Services in Canada) in amounts as required by law.

19.3 Recruitment of Contract Workers/Customer Identity. All recruiting activities of prospective Contract Workers by Supplier will specify that Contract Workers will be employees of Supplier. Supplier will not use Customer's or Bartech 's name or logo in any such recruiting advertisements or in any other advertising, marketing, promotional or referral capacity, without the respective prior written approval of Bartech or Customer, on a case by case basis. Under no circumstances shall Contract Workers be provided with or permitted to use, possess, create or otherwise utilize Bartech or Customer business cards.

19.4 Compliance with Customer Standards and Personnel Policies. Supplier will comply, and will cause its Contract Workers to comply, with Customer's rules and policies with respect to security of and access to Customer's premises, computers and telephones and electronic mail facilities. Supplier agrees to require its Contract Workers not to load onto Customer's computers or computer system any software other than software at Customer's express request or as approved in writing by Customer prior to such Contract Worker loading such software. Supplier agrees to cause its Contract Workers to follow all Customer written or otherwise documented standards, policies and where applicable, methodologies, related to the Customer's computer systems (e.g., security, environmental, disaster recovery, virus detection and removal). Supplier shall cause its Contract Workers to use Customer's software, hardware and data solely for the purposes contemplated by Customer.

19.5 Orientation. At Bartech's request, the Contract Workers to be assigned to perform the Services under this Agreement will attend orientation regarding Bartech's expectations, policies and procedures and Bartech shall not be billed or charged for any reasonable amount of time spent by the Contract Workers in receiving such orientation. In no event shall such reasonable amount of time exceed eight (8) hours.

19.6 Compliance with Occupational Safety and Hazardous Materials. Supplier will at all times comply with, and will require its Contract Workers to comply with, any and all requirements imposed by or under the various provisions of applicable occupational and safety legislation, employment standards legislation and workplace safety and insurance legislation under each state and province, domestic or foreign, in which its Contract Workers will be operating.

19.7 Supplier Performance Criteria. Supplier agrees that it shall be evaluated by Bartech for purposes of determining whether it will continue to be allowed to be recognized as an authorized Supplier under Customer's contract workforce management program, based upon its contribution to the objectives of the MSP Program, including but not limited to, supplying competent Contract Workers to Customer and complying with all requirements, including service level requirements, set forth in Exhibit 1.

19.8 During the term of this Agreement, Customer may request Job Classifications and/or Contract Workers beyond those which are referenced in Schedules A and B. Once both Bartech and Customer agree to the changes requested, and if Supplier is determined by Bartech, in its sole discretion, to be requested to provide Contract Workers within the new or additional classifications, there will be an execution of a corresponding amendment to this Agreement. The terms and conditions of this Agreement shall be applicable to each such amendment begun while this Agreement is in effect.



19.9 Pre-assignment and Assignment Obligations

(A) Previous Customer Assignment. Bartech will not knowingly assign Contract Workers that have previously been employed by Customer, its subsidiaries or affiliates, without the express written consent of Customer's HR Management Consultants ("HRMC") for each such Contract Worker.

(B) On-Boarding/Off-Boarding Checklist. The checklist in Exhibit 6 will be utilized by the MSP Program Office, in on-boarding and off-boarding of Contract Workers. For Assignments beginning after April 18, 2010, Suppliers shall complete such on-boarding/off-boarding checklists as required by Bartech. Suppliers shall complete all documents as required by the On-Boarding/Off-Boarding Checklist, as that document is updated from time to time, including but not limited to, IS Security Policy, Workplace Violence Policy, EEO Policy, Harassment Policy and Drug & Alcohol Testing Policy.

(C) For Assignments beginning after April 18, 2010, Supplier shall, in advance of Assignment, ensure that all Contract Workers execute CNH Contractor Agreement attached as Exhibit 7. Supplier will provide Bartech with a true copy of each "CNH Contractor Agreement" upon request. Supplier further agrees to take any other steps reasonably required and/or appropriate to ensure compliance with Sections 11 and 12.

(D) Background Verification/Investigation and Drug Screen. The following requirements may vary based on the domestic or foreign law of the work location of the individual Contract Worker and/or upon the requirements set forth in the Job Posting. Specific requirements are set forth in Exhibits 6-A and 6-B (On-Boarding/Off-Boarding Checklist).

(1) Before placing a Contract Worker on Assignment with Customer, Supplier will determine background information on such Contract Worker. This background verification/ investigation shall be conducted in accordance with the Fair Credit Reporting Act and all other applicable legal requirements, domestic or foreign, and shall include, but not be limited to, the requirements set forth in Exhibit 1.

(2) Before placing Contract Workers on Assignment with Customer, Supplier may be required to obtain drug screen results on such Contract Worker. Drug screens shall be conducted in accordance with all applicable legal requirements, domestic or foreign.

(3) Before a Contract Worker reports for any Assignment with Customer, Supplier shall obtain, and provide to Bartech if requested, verification that it has obtained the Contract Worker's signature certifying that all information supplied by such Contract Worker to the Supplier and Bartech is true and complete, and authorizes Contract Worker's former employers to release all personnel information to Supplier and Bartech without further notification.

(4) As applicable, unless Supplier certifies in writing that the background verification/ investigation or drug screen meets Customer's established requirements in all respects, Supplier will not place Contract Worker with Customer.

(5) Notwithstanding anything to the contrary in this Agreement, Bartech may terminate the Assignment and corresponding WO of any individual selected for or performing Services under this Agreement if said individual does not promptly provide complete background verification/information (and fingerprint specimens, if necessary) for purposes of conducting the required background and criminal history checks or does not undergo drug testing or if:

(a) the results of the background investigation are unsatisfactory;

(b) any background information provided by such individual is inaccurate;



(c) any background information provided by such individual cannot be verified; or,

(d) the results of the drug screening are unsatisfactory.

The above may vary based on the work location of the individual Contract Worker.

In addition, Bartech may terminate this Agreement if Supplier is found to have certified as having satisfactorily passed any individual whose background investigation and/or drug screen is as described in (a) — (d) preceding.

(6) Contract Workers do not require a background verification/investigation or drug screen in circumstances in which the Contract Worker is reassigned to Customer by the same Supplier and the prior Assignment to Customer ended not more than ninety (90) days prior to the Re-Assignment.

(E) Waivers.

(1) Bartech or Supplier shall have obtained the results of both the drug screen and background verification/investigation BEFORE the Assignment begins unless Customer's HRMC allows the start of assignment prior to obtaining said drug screen or background verification/investigation referred to, for purposes of this subsection, as a "Waiver" set forth in Exhibit 8, which Waiver may not exceed seventy-two (72) hours for drug screen results and seven (7) business days for background verification/investigation results.

(2) In the event Customer's HRMC issues a Waiver, Customer and Bartech temporarily and on the limited basis as described below, waives with respect to the Supplier employing the Contract Worker who is the subject of the Waiver the following:

(a) The requirement set forth in Section 19.9(D) of the Agreement that Supplier provide prior to commencement of Assignment the results of the drug screen and background verification/investigation; and

(b) Supplier's obligation to indemnify, defend and hold harmless Customer and Bartech as set forth in Section 16.1 of the Agreement only with respect to:

(i) Supplier's obligation set forth in Section 19.9(D); and

(ii) Supplier's obligation set forth in Section 16.1 only with respect to claims which arise out of the willful or intentional acts or omissions of the Contract Worker named in the Waiver as an employee of Supplier. For purposes of clarity, no waiver is granted for Claims arising out of the Contract Worker's negligence.

(3) Bartech or Supplier will maintain background verification/investigation and drug screen results documentation on file and provide the information to Bartech, and Bartech will in turn provide the information to Customer, on demand for audit.

(F) Maximum Length of Contract Worker Assignments.



(1) The length of Contract Worker Assignments shall be limited to twelve (12) months. Extensions beyond twelve (12) months must be approved by Customer's North American HR Vice President. In no event shall any Assignment exceed eighteen (18) months. Supplier shall notify Bartech when the maximum length of any Contract Worker's Assignment has been reached; however, Supplier shall have no liability to Bartech or Customer for any Contract Worker's Assignment exceeding said maximum limits if Customer requests that said Contract Worker's Assignment continue.

(2) Contract Workers who meet or exceed an Assignment length of eighteen (18) months shall not be placed on Assignment at Customer for six (6) months after the last day worked on his/her previous Customer Assignment.

(3) The above-referenced provision does not apply to Light Industrial Assignments.

19.10 Removal of Supplier Contract Workers.

(A) In the event that Customer determines that any Contract Worker is unsatisfactory to Customer for any lawful reason, Customer may reject such Contract Worker, and Supplier will remove him/her from Assignment at Customer; provided, that this Agreement will in no way affect the right of Supplier, in its sole discretion as employer, to assign, reassign and/or terminate its Contract Workers. Supplier shall not bill for, and Bartech and Customer will not be obligated to pay for, the Services performed by Supplier Contract Workers after their termination date, as determined by the Customer; provided, however, that the maximum "no bill — no pay" period shall be three (3) business days from the initial start date of the Assignment. Notwithstanding the foregoing, in the event that Customer requests that Bartech terminate a Contract Worker’s Assignment within the first four hours of such Assignment and such termination was not a result of Contract Worker’s performance or Supplier’s breach of any SMSA provision, Supplier shall be entitled to four (4) full hours of compensation for such Contract Worker (“Call Out Pay”). Call Out Pay shall apply to all Customer locations except for those location in the province of Saskatchewan, Canada where Suppliers shall only receive three (3) hours of Call Out Pay.

(B) The Contract Workers specified in each WO are considered to be essential to the performance of the Services. While in the employ of Supplier, Supplier shall use commercially reasonable efforts so that such Contract Workers shall not be removed or reassigned from their Assignment to Customer.

(C) If any assigned Contract Workers are reassigned by the Supplier to another assignment or otherwise voluntarily removed from the Assignment by the Supplier without Customer approval, then Supplier shall supply an immediate replacement. If Supplier Contract Workers leave an Assignment for any other reason, they shall be identified by the Supplier in a commercially reasonable period of time, not to exceed two (2) business days.

(D) In either event, any replacement provided by the Supplier will be subject to acceptance by the Customer. Supplier will not bill the Customer until Bartech and Customer agree that each such replacement has acquired the necessary orientation and background to make a productive contribution; provided, however, that the maximum "no bill — no pay" period shall be three (3) business days.

(E) Supplier agrees that it will not knowingly submit for consideration or assign a Contract

Worker to a Customer facility that:



(1) Currently is assigned to a Customer facility by another Supplier; or

(2) Within the prior thirty (30) day period has been so assigned through another Supplier but did not finish the Assignment based on the original or extended Assignment end date.

19.11 Labor Organizations. In the event Supplier enters into any collective bargaining agreement covering any of the Contract Workers assigned to Customer, Supplier shall have sole control and responsibility for and will be sole signatory with respect to all such labor negotiations, grievances, collective bargaining agreements and related labor matters. Bartech will not violate the terms of any collective bargaining agreement which Supplier may sign with respect to Supplier's employees.

Section 20: General

20.1 Governing Law and Currency. This Agreement will be governed by and construed in accordance with the laws of the state of Michigan without giving effect to principles of conflict of laws. The parties hereby irrevocably attorn to the jurisdiction of the Courts of the State of Michigan. All references to dollar amounts and funds in this Agreement are in U.S. funds.

20.2 Force Majeure. Neither Party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the Party delayed ("Condition"). If any such Condition occurs, the Party delayed or unable to perform ("Delayed Party"), upon giving prompt notice to the other Party, shall be excused from such performance on a day-to-day basis during the continuance of such Condition (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis during the same period); provided however, that the Party so affected shall use its best reasonable efforts to avoid or remove such Condition, and both Parties shall proceed immediately with the performance of their obligation under this Agreement whenever such causes are removed or cease. Labor difficulties, including without limitation, strikes, slowdowns, work stoppage, picketing or boycotts, shall not constitute a Condition that excuses Supplier from performance of its obligations under this Agreement. In the event of such labor difficulties, Supplier shall use all lawful means to perform Services agreed to under this Agreement. If the Condition continues for more than sixty (60) days, then the Party affected may terminate this Agreement or any WO.

20.3 Entire Agreement. This document, together with its schedules and attachments, is the entire Agreement and understanding between the Parties and supersedes all prior understandings and agreements, whether oral or written, and will be binding upon their heirs, successors and assigns.

20.4 Licenses and Permits. Each Party will maintain in effect during the term of this Agreement, at its own expense, any and all federal, state, provincial and/or local licenses and permits which may be required with respect to the respective business in which each Party is engaged.

20.5 Amendments. Any amendments to this Agreement must be set forth in writing and signed by the applicable Parties. Supplier's failure or refusal to execute any amendments to this Agreement may cause Bartech to terminate this Agreement.

20.6 Assignment. This Agreement may not be assigned by Supplier without the prior written consent of Bartech and the express agreement of the assignee to be bound by all of the terms and conditions of this agreement; provided, however, Bartech may assign its obligations under this Agreement to a wholly owned subsidiary corporation or limited liability company should it form such an entity after the Effective Date of this Agreement for the purpose of conducting its MSP business.



20.7 Waivers. The failure of any Party, at any time, to require performance by any other Party of any provision of this Agreement shall not affect, in any way, the full right to require such performance at any time thereafter. Nor shall the waiver by any Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

20.8 Headings. Captions and headings are inserted for convenience. They are not to be considered in the event that any provision of this Agreement needs to be construed.

20.9 Unenforceable Provision. If one or more of the provisions of this Agreement is found to be invalid, illegal or unenforceable for any reason, the other provisions will remain effective and enforceable.

20.10 Incorporation by Reference. Every exhibit, schedule and other appendix attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference.

20.11 Third Party Beneficiary. The Parties mutually agree that Customer is a third party beneficiary of all rights granted to Bartech under this Agreement, but Customer shall have none of the obligations imposed on Bartech under this Agreement.

20.12 Notice. Any notice required or permitted to be given under this Agreement shall be delivered by first class mail or facsimile transmission addressed to:

If to Supplier: If to Bartech:

Matt Macey David Barfield Senior Manager of Operations Support Chief Executive Officer TEKsystems, Inc. The Bartech Group, Inc.

7437 Race Road 17199 N. Laurel Park Drive, Suite 224 Hanover, MD 21076 Livonia, MI 48152 Copy to: Copy to:

General Counsel The Bartech Group, Inc. 17199 N. Laurel Park Drive, Suite 224 Livonia, MI 48152

20.13 Language. The Parties have required and agree that this Agreement and all deeds, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux presents ont exigé que le present contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.



Signature The Parties agree to the above Agreement hereto, as witnessed by their respective signatures below. Supplier The Bartech Group Signature Signature Matt Macey David Barfield Name Name Senior Manager of Operations Support Chief Executive Officer Title Title

mmacey

Signature



Schedule A: Markup Rates

State Light Industrial (Recruited) Admin Clerical (Recruited)

WI 37.36% 29.33%



Schedule B: Accu-Rate Calculator

The Accu-Rate Calculator applies to the following Job Classifications: Professional, Engineering, Accounting/Finance, Technical, Legal, Information Technology



Schedule C: Expenses

Standard Travel Expenses — Suppliers

Expenses which are requested by the Hiring Manager or supervisor and that are incurred in the execution of the tasks to be performed by the Contract Worker or defined in the Work Order. Reimbursement of travel and living expenses incurred in the support of the Assignment will require prior written approval by Customer.

Approved Expense Categories a. Lodging b. Airfare c. Meals d. Mileage e. Miscellaneous Supplies

Reimbursable Expenses for Drug Screening and Background Checks:

Drug Screening: The pass through cost for this shall be not greater than twenty three dollars ($23.00) per Contract Worker for either a NIDA 5-Panel screen or other screen as specified by Customer. Any additional cost for this service shall be borne by Bartech or the applicable Supplier.

County Criminal Conviction Check: The pass through cost for this shall not exceed Ten dollars ($10.00) per county per Contract Worker times the number of counties lived in within the last seven (7) years.

Employer Verification: The pass through cost for this shall not exceed Nine dollars and fifty cents ($9.50) per employer with a maximum of two (2) employers.

Social Security Trace: The pass through cost for this shall not exceed Three dollars and seventy-five cents ($3.75).

Employer Academic: The pass through cost for this shall not exceed Nine dollars and fifty cents ($9.50).

Credit Check (if applicable): The pass through cost for this shall not exceed Five dollars and thirty cents ($5.30) per Contract Worker.

Driving Record (if applicable): The pass through cost for this shall not exceed Five dollars ($5.00).

All applicable fees incurred to meet the background verification/investigation and drug screen requirements shall be reimbursable as a direct cost when supported by a Supplier invoice containing sufficient substantiation.



Schedule D: Payment Processing

Invoice Start Date

Invoice End Date

Invoice Delivery Date to CNH

CNH Remittance to Bartech

Bartech Remittance to Suppliers

4/27/2014 5/3/2014 5/7/2014 6/9/2014 6/16/2014

5/4/2014 5/10/2014 5/14/2014 6/16/2014 6/23/2014

5/11/2014 5/17/2014 5/21/2014 6/23/2014 6/30/2014

5/18/2014 5/24/2014 5/28/2014 6/30/2014 7/7/2014

5/25/2014 5/31/2014 6/4/2014 7/7/2014 7/14/2014

6/1/2014 6/7/2014 6/11/2014 7/14/2014 7/21/2014

6/8/2014 6/14/2014 6/18/2014 7/21/2014 7/28/2014

6/15/2014 6/21/2014 6/25/2014 7/28/2014 8/4/2014

6/22/2014 6/28/2014 7/2/2014 8/4/2014 8/11/2014

6/29/2014 7/5/2014 7/9/2014 8/11/2014 8/18/2014

7/6/2014 7/12/2014 7/16/2014 8/18/2014 8/25/2014

7/13/2014 7/19/2014 7/23/2014 8/25/2014 9/1/2014

7/20/2014 7/26/2014 7/30/2014 9/1/2014 9/8/2014

7/27/2014 8/2/2014 8/6/2014 9/8/2014 9/15/2014

8/3/2014 8/9/2014 8/13/2014 9/15/2014 9/22/2014

8/10/2014 8/16/2014 8/20/2014 9/22/2014 9/29/2014

8/17/2014 8/23/2014 8/27/2014 9/29/2014 10/6/2014

8/24/2014 8/30/2014 9/3/2014 10/6/2014 10/13/2014

8/31/2014 9/6/2014 9/10/2014 10/13/2014 10/20/2014

9/7/2014 9/13/2014 9/17/2014 10/20/2014 10/27/2014

9/14/2014 9/20/2014 9/24/2014 10/27/2014 11/3/2014

9/21/2014 9/27/2014 10/1/2014 11/3/2014 11/10/2014

9/28/2014 10/4/2014 10/8/2014 11/10/2014 11/17/2014

10/5/2014 10/11/2014 10/15/2014 11/17/2014 11/24/2014

10/12/2014 10/18/2014 10/22/2014 11/24/2014 12/1/2014

10/19/2014 10/25/2014 10/29/2014 12/1/2014 12/8/2014

10/26/2014 11/1/2014 11/5/2014 12/8/2014 12/15/2014

11/2/2014 11/8/2014 11/12/2014 12/15/2014 12/22/2014

11/9/2014 11/15/2014 11/19/2014 12/22/2014 12/29/2014

11/16/2014 11/22/2014 11/26/2014 12/29/2014 1/5/2015

11/23/2014 11/29/2014 12/3/2014 1/5/2015 1/12/2015

11/30/2014 12/6/2014 12/10/2014 1/12/2015 1/19/2015

12/7/2014 12/13/2014 12/17/2014 1/19/2015 1/26/2015

12/14/2014 12/20/2014 12/24/2014 1/26/2015 2/2/2015

12/21/2014 12/27/2014 12/31/2014 2/2/2015 2/9/2015

12/28/2014 1/3/2015 1/7/2015 2/9/2015 2/16/2015

1/4/2015 1/10/2015 1/14/2015 2/16/2015 2/23/2015



1/11/2015 1/17/2015 1/21/2015 2/23/2015 3/2/2015

1/18/2015 1/24/2015 1/28/2015 3/2/2015 3/9/2015

1/25/2015 1/31/2015 2/4/2015 3/9/2015 3/16/2015

2/1/2015 2/7/2015 2/11/2015 3/16/2015 3/23/2015

2/8/2015 2/14/2015 2/18/2015 3/23/2015 3/30/2015

2/15/2015 2/21/2015 2/25/2015 3/30/2015 4/6/2015

2/22/2015 2/28/2015 3/4/2015 4/6/2015 4/13/2015

3/1/2015 3/7/2015 3/11/2015 4/13/2015 4/20/2015

3/8/2015 3/14/2015 3/18/2015 4/20/2015 4/27/2015

3/15/2015 3/21/2015 3/25/2015 4/27/2015 5/4/2015

3/22/2015 3/28/2015 4/1/2015 5/4/2015 5/11/2015

3/29/2015 4/4/2015 4/8/2015 5/11/2015 5/18/2015

4/5/2015 4/11/2015 4/15/2015 5/18/2015 5/25/2015

4/12/2015 4/18/2015 4/22/2015 5/25/2015 6/1/2015

4/19/2015 4/25/2015 4/29/2015 6/1/2015 6/8/2015

4/26/2015 5/2/2015 5/6/2015 6/8/2015 6/15/2015

5/3/2015 5/9/2015 5/13/2015 6/15/2015 6/22/2015

5/10/2015 5/16/2015 5/20/2015 6/22/2015 6/29/2015

5/17/2015 5/23/2015 5/27/2015 6/29/2015 7/6/2015

5/24/2015 5/30/2015 6/3/2015 7/6/2015 7/13/2015

5/31/2015 6/6/2015 6/10/2015 7/13/2015 7/20/2015

6/7/2015 6/13/2015 6/17/2015 7/20/2015 7/27/2015

6/14/2015 6/20/2015 6/24/2015 7/27/2015 8/3/2015

6/21/2015 6/27/2015 7/1/2015 8/3/2015 8/10/2015

6/28/2015 7/4/2015 7/8/2015 8/10/2015 8/17/2015

7/5/2015 7/11/2015 7/15/2015 8/17/2015 8/24/2015

7/12/2015 7/18/2015 7/22/2015 8/24/2015 8/31/2015

7/19/2015 7/25/2015 7/29/2015 8/31/2015 9/7/2015

7/26/2015 8/1/2015 8/5/2015 9/7/2015 9/14/2015

8/2/2015 8/8/2015 8/12/2015 9/14/2015 9/21/2015

8/9/2015 8/15/2015 8/19/2015 9/21/2015 9/28/2015

8/16/2015 8/22/2015 8/26/2015 9/28/2015 10/5/2015

8/23/2015 8/29/2015 9/2/2015 10/5/2015 10/12/2015

8/30/2015 9/5/2015 9/9/2015 10/12/2015 10/19/2015

9/6/2015 9/12/2015 9/16/2015 10/19/2015 10/26/2015

9/13/2015 9/19/2015 9/23/2015 10/26/2015 11/2/2015

9/20/2015 9/26/2015 9/30/2015 11/2/2015 11/9/2015

9/27/2015 10/3/2015 10/7/2015 11/9/2015 11/16/2015

10/4/2015 10/10/2015 10/14/2015 11/16/2015 11/23/2015

10/11/2015 10/17/2015 10/21/2015 11/23/2015 11/30/2015

10/18/2015 10/24/2015 10/28/2015 11/30/2015 12/7/2015

10/25/2015 10/31/2015 11/4/2015 12/7/2015 12/14/2015



11/1/2015 11/7/2015 11/11/2015 12/14/2015 12/21/2015

11/8/2015 11/14/2015 11/18/2015 12/21/2015 12/28/2015

11/15/2015 11/21/2015 11/25/2015 12/28/2015 1/4/2016

11/22/2015 11/28/2015 12/2/2015 1/4/2016 1/11/2016

11/29/2015 12/5/2015 12/9/2015 1/11/2016 1/18/2016

12/6/2015 12/12/2015 12/16/2015 1/18/2016 1/25/2016

12/13/2015 12/19/2015 12/23/2015 1/25/2016 2/1/2016

12/20/2015 12/26/2015 12/30/2015 2/1/2016 2/8/2016

12/27/2015 1/2/2016 1/6/2016 2/8/2016 2/15/2016

1/3/2016 1/9/2016 1/13/2016 2/15/2016 2/22/2016

1/10/2016 1/16/2016 1/20/2016 2/22/2016 2/29/2016

1/17/2016 1/23/2016 1/27/2016 2/29/2016 3/7/2016

1/24/2016 1/30/2016 2/3/2016 3/7/2016 3/14/2016

1/31/2016 2/6/2016 2/10/2016 3/14/2016 3/21/2016

2/7/2016 2/13/2016 2/17/2016 3/21/2016 3/28/2016

2/14/2016 2/20/2016 2/24/2016 3/28/2016 4/4/2016

2/21/2016 2/27/2016 3/2/2016 4/4/2016 4/11/2016

2/28/2016 3/5/2016 3/9/2016 4/11/2016 4/18/2016

3/6/2016 3/12/2016 3/16/2016 4/18/2016 4/25/2016

3/13/2016 3/19/2016 3/23/2016 4/25/2016 5/2/2016

3/20/2016 3/26/2016 3/30/2016 5/2/2016 5/9/2016

3/27/2016 4/2/2016 4/6/2016 5/9/2016 5/16/2016

4/3/2016 4/9/2016 4/13/2016 5/16/2016 5/23/2016

4/10/2016 4/16/2016 4/20/2016 5/23/2016 5/30/2016

4/17/2016 4/23/2016 4/27/2016 5/30/2016 6/6/2016

4/24/2016 4/30/2016 5/4/2016 6/6/2016 6/13/2016

5/1/2016 5/7/2016 5/11/2016 6/13/2016 6/20/2016

5/8/2016 5/14/2016 5/18/2016 6/20/2016 6/27/2016

5/15/2016 5/21/2016 5/25/2016 6/27/2016 7/4/2016

5/22/2016 5/28/2016 6/1/2016 7/4/2016 7/11/2016

5/29/2016 6/4/2016 6/8/2016 7/11/2016 7/18/2016

6/5/2016 6/11/2016 6/15/2016 7/18/2016 7/25/2016

6/12/2016 6/18/2016 6/22/2016 7/25/2016 8/1/2016

6/19/2016 6/25/2016 6/29/2016 8/1/2016 8/8/2016

6/26/2016 7/2/2016 7/6/2016 8/8/2016 8/15/2016

7/3/2016 7/9/2016 7/13/2016 8/15/2016 8/22/2016

7/10/2016 7/16/2016 7/20/2016 8/22/2016 8/29/2016

7/17/2016 7/23/2016 7/27/2016 8/29/2016 9/5/2016

7/24/2016 7/30/2016 8/3/2016 9/5/2016 9/12/2016

7/31/2016 8/6/2016 8/10/2016 9/12/2016 9/19/2016

8/7/2016 8/13/2016 8/17/2016 9/19/2016 9/26/2016

8/14/2016 8/20/2016 8/24/2016 9/26/2016 10/3/2016



8/21/2016 8/27/2016 8/31/2016 10/3/2016 10/10/2016

8/28/2016 9/3/2016 9/7/2016 10/10/2016 10/17/2016

9/4/2016 9/10/2016 9/14/2016 10/17/2016 10/24/2016

9/11/2016 9/17/2016 9/21/2016 10/24/2016 10/31/2016

9/18/2016 9/24/2016 9/28/2016 10/31/2016 11/7/2016

9/25/2016 10/1/2016 10/5/2016 11/7/2016 11/14/2016

10/2/2016 10/8/2016 10/12/2016 11/14/2016 11/21/2016

10/9/2016 10/15/2016 10/19/2016 11/21/2016 11/28/2016

10/16/2016 10/22/2016 10/26/2016 11/28/2016 12/5/2016

10/23/2016 10/29/2016 11/2/2016 12/5/2016 12/12/2016

10/30/2016 11/5/2016 11/9/2016 12/12/2016 12/19/2016

11/6/2016 11/12/2016 11/16/2016 12/19/2016 12/26/2016

11/13/2016 11/19/2016 11/23/2016 12/26/2016 1/2/2017

11/20/2016 11/26/2016 11/30/2016 1/2/2017 1/9/2017

11/27/2016 12/3/2016 12/7/2016 1/9/2017 1/16/2017

12/4/2016 12/10/2016 12/14/2016 1/16/2017 1/23/2017

12/11/2016 12/17/2016 12/21/2016 1/23/2017 1/30/2017

12/18/2016 12/24/2016 12/28/2016 1/30/2017 2/6/2017

12/25/2016 12/31/2016 1/4/2017 2/6/2017 2/13/2017

1/1/2017 1/7/2017 1/11/2017 2/13/2017 2/20/2017

1/8/2017 1/14/2017 1/18/2017 2/20/2017 2/27/2017

1/15/2017 1/21/2017 1/25/2017 2/27/2017 3/6/2017

1/22/2017 1/28/2017 2/1/2017 3/6/2017 3/13/2017

1/29/2017 2/4/2017 2/8/2017 3/13/2017 3/20/2017

2/5/2017 2/11/2017 2/15/2017 3/20/2017 3/27/2017

2/12/2017 2/18/2017 2/22/2017 3/27/2017 4/3/2017

2/19/2017 2/25/2017 3/1/2017 4/3/2017 4/10/2017

2/26/2017 3/4/2017 3/8/2017 4/10/2017 4/17/2017

3/5/2017 3/11/2017 3/15/2017 4/17/2017 4/24/2017

3/12/2017 3/18/2017 3/22/2017 4/24/2017 5/1/2017

3/19/2017 3/25/2017 3/29/2017 5/1/2017 5/8/2017

3/26/2017 4/1/2017 4/5/2017 5/8/2017 5/15/2017

4/2/2017 4/8/2017 4/12/2017 5/15/2017 5/22/2017

4/9/2017 4/15/2017 4/19/2017 5/22/2017 5/29/2017

4/16/2017 4/22/2017 4/26/2017 5/29/2017 6/5/2017

4/23/2017 4/29/2017 5/3/2017 6/5/2017 6/12/2017

4/30/2017 5/6/2017 5/10/2017 6/12/2017 6/19/2017

5/7/2017 5/13/2017 5/17/2017 6/19/2017 6/26/2017

5/14/2017 5/20/2017 5/24/2017 6/26/2017 7/3/2017

5/21/2017 5/27/2017 5/31/2017 7/3/2017 7/10/2017

5/28/2017 6/3/2017 6/7/2017 7/10/2017 7/17/2017

6/4/2017 6/10/2017 6/14/2017 7/17/2017 7/24/2017



6/11/2017 6/17/2017 6/21/2017 7/24/2017 7/31/2017

6/18/2017 6/24/2017 6/28/2017 7/31/2017 8/7/2017

6/25/2017 7/1/2017 7/5/2017 8/7/2017 8/14/2017

7/2/2017 7/8/2017 7/12/2017 8/14/2017 8/21/2017

7/9/2017 7/15/2017 7/19/2017 8/21/2017 8/28/2017

7/16/2017 7/22/2017 7/26/2017 8/28/2017 9/4/2017

7/23/2017 7/29/2017 8/2/2017 9/4/2017 9/11/2017

7/30/2017 8/5/2017 8/9/2017 9/11/2017 9/18/2017

8/6/2017 8/12/2017 8/16/2017 9/18/2017 9/25/2017

8/13/2017 8/19/2017 8/23/2017 9/25/2017 10/2/2017

8/20/2017 8/26/2017 8/30/2017 10/2/2017 10/9/2017

8/27/2017 9/2/2017 9/6/2017 10/9/2017 10/16/2017

9/3/2017 9/9/2017 9/13/2017 10/16/2017 10/23/2017

9/10/2017 9/16/2017 9/20/2017 10/23/2017 10/30/2017

9/17/2017 9/23/2017 9/27/2017 10/30/2017 11/6/2017

9/24/2017 9/30/2017 10/4/2017 11/6/2017 11/13/2017

10/1/2017 10/7/2017 10/11/2017 11/13/2017 11/20/2017

10/8/2017 10/14/2017 10/18/2017 11/20/2017 11/27/2017

10/15/2017 10/21/2017 10/25/2017 11/27/2017 12/4/2017

10/22/2017 10/28/2017 11/1/2017 12/4/2017 12/11/2017

10/29/2017 11/4/2017 11/8/2017 12/11/2017 12/18/2017

11/5/2017 11/11/2017 11/15/2017 12/18/2017 12/25/2017

11/12/2017 11/18/2017 11/22/2017 12/25/2017 1/1/2018

11/19/2017 11/25/2017 11/29/2017 1/1/2018 1/8/2018

11/26/2017 12/2/2017 12/6/2017 1/8/2018 1/15/2018

12/3/2017 12/9/2017 12/13/2017 1/15/2018 1/22/2018

12/10/2017 12/16/2017 12/20/2017 1/22/2018 1/29/2018

12/17/2017 12/23/2017 12/27/2017 1/29/2018 2/5/2018

12/24/2017 12/30/2017 1/3/2018 2/5/2018 2/12/2018



Schedule E: Right to Hire Fee Schedule

Right to Hire Fee Schedule:

Unless otherwise prohibited by local law, Supplier agrees that any Contract Worker placed at Customer may be hired by Customer at no cost after ninety-one (91) calendar days of having provided services to Customer for Administrative Clerical, Light Industrial and Heavy Industrial and after one-hundred eighty-one (181) days for Information Technology, Accounting/Finance, Engineering, Legal, Marketing, Professional and Technical in the three hundred sixty five (365) calendar days preceding the request to hire by Customer. In determining the time a Contract Worker has been placed at Customer, any time that Contract Worker provided services to Customer prior to MSP Program launch shall be included in such date calculation. In the event Customer wants to hire any Contract Worker prior to the expiration of such periods as defined above, Customer may do so provided Customer, through Bartech, pays the following fee to Supplier. Supplier shall only by eligible for the Right to Hire Fee with respect to Temporary/ Recruited Contract Workers and not Payrolled Contract Workers.

Labor Type Fee

Administrative Clerical

Light Industrial

Heavy Industrial

Day 1-30 = 15% of Contract Worker’s Annual Salary



Day 91+ = No Right to Hire Fee

Information Technology

Accounting/Finance

Engineering

Legal

Marketing

Professional

Technical




Day 91=180 = 5% of Contract Worker’s Annual Salary

Day 181+ = No Right to Hire Fee



Exhibit 1: Statement of Services

This document will identify the purpose, objectives, assumptions, scope, service levels and Supplier duties associated with the Supplier's participation in the Bartech Managed Services Provider (MSP) Program for Customer.

Purpose

The purpose of the MSP Program is to provide user manager, Supplier and Contract Worker management services to Customer within a defined structure using MSP products and services. This will establish a consistent, repeatable, documented process for the procurement and management of Contract Workers for Customer. The MSP Program Office will monitor and provide feedback on the performance of all participants in the program in order to establish an efficient, timely, and cost effective program.

Objectives

Improve and expand the diversity spend record through the MSP Program.

Establish the MSP Program Office to manage and administer operational activities.

Establish a consistent and repeatable process for the procurement and management of Contract Workers.

Improve the timeliness, quality and Customer cost of obtaining Contract Workers.

Identify opportunities to reduce spending for the Customer through competitive procurement, negotiated rates, and other cost saving efficiencies to be developed with the Customer.

Provide a history of procurement activities to be used to monitor and measure the quality and effectiveness of the MSP Program and its participants.

Provide for greater accuracy and consolidation of Supplier payments.

Provide performance reporting on the activities of the Customer, MSP Program Office, and Suppliers.

Allow the Customer to focus on its core businesses.

Assumptions

All Suppliers will be paid in accordance with the payment schedule set forth in applicable Supplier Agreements.

MSP will provide a single, monthly electronic consolidated invoice for all services and associated expenses of Contact Workers assigned through the Program.

Reimbursement of travel and living expenses incurred in the support of the MSP Program will require prior written approval by Customer.

MSP will schedule and facilitate a semi-annual Supplier Base Forum meeting.



MSP and Suppliers will exclusively utilize the Fieldglass system and MSP Time and Expense reporting process for all Contract Workers' time entry and expenses.

Scope

The MSP Program will include all categories of Contract Workers described in Schedules A and B. The following further defines the scope:

Facilitate all new requisitions that are placed for fulfillment by Customer.

Through implementation of the MSP Program, all Contract Workers and their Suppliers will be transitioned to the Program.

Facilitate and coordinate the deployment of the MSP Program capabilities to take advantage of advanced Internet services. The ultimate value will be in the seeding of a long-term distributed environment to support the Customer's utilization of Contract Workers.

Leverage and influence Internet resources to apply MSP solutions to the Customer domain.

Service Levels — Supplier Duties

1. The following specified employment reference checks for employment history and the following specific skill assessments for all Contract Workers shall be performed prior to assigning them to Customer. Supplier shall maintain records of its compliance with the following requirements, which are subject to audit.

Conduct a thorough review of candidate resume and work experience;

Develop references from at least two (2) previous employers;

Verify education through highest degree awarded;

Conduct a scheduled, in-person interview;

Complete Supplier application process;

Complete Supplier orientation process (policy review);

Conduct a computerized worker skills assessment (reading, math, spelling, filing, comparison, etc.) when specifically required;

Conduct computerized software skills assessment for the most popular office software applications, when specifically required;

Conduct or obtain a criminal conviction background check, as applicable based on local law. The cost of the criminal conviction background check shall be a pass through expense to Customer and will be billed at each consolidated invoice cycle pursuant to Schedule C;

Conduct Contract Worker satisfaction surveys after the completion of all Assignments, as described in Exhibit 8;

For Assignments that require driving, verify current driver's license and insurance and conduct a driving record check as specified WO;



For Assignments that require cash-handling or access to credit card information, Supplier may conduct a worker credit assessment and shall be reimbursed pursuant to Schedule C;

Supply to Customer (upon request) copies of all such skill assessments, instruments, and training information utilized. In addition, provide related hours for skill assessment and training for each Contract Worker placed.

As applicable based on local law, perform Drug Screening (to specified testing level) for all Contract Workers as requested by Customer.

2. Supplier shall be subject to quarterly Supplier Performance Reviews by Bartech to determine Supplier's compliance with Supplier Master Services Agreement requirements and Supplier's compliance with this Statement of Services, including but not limited to the performance metrics set forth in Section 2 below, Key Performance Metrics.

3. Supplier shall also be required to participate in semi-annual Supplier Program Forum.



2. Key Performance Metrics

Supplier Metric Description Purpose

Quality of Candidates

Measures the number of candidates received that are not rejected for negative reasons.

Measures the quality of the supplier's screening process.

Response Timing Measures the average amount of time for the supplier to submit the ultimately placed worker.

Measures the supplier's recruiting process.

Market Pricing Measures the average percentage of positions filled at or below the baseline/market rate.

Measures the pricing or market relevance of placed positions.

Quality of Placements (30-day survey)

Measure of Orders continued beyond 30-day quality check without replacement. (Orders must be longer than 30 days)

Measures the fit-for-purpose of the contractor to the position.

Retention Rate

Measures the rate at which contract workers are retained, within any customer tenure policy, versus contract workers that turnover for poor performance or for leaving prior to end of assignment.

Measures the supplier's ability to retain contract workers for the duration of an assignment.

Response Rate Measures the rate at which the supplier responds to the positions/opportunities it is provided.

Measures the suppliers’ participation/dedication to the program.

Market Share Capture

Measures the number of placements made by the supplier divided by the number of positions/opportunities provided; compared to the number of placements that mathematically should have been placed proportionate to the number of suppliers provided the opportunity.

Measures the supplier's ability to perform relative to its competition.

Specific measurement criteria shall be sent to Supplier by Bartech from time to time. Such criteria shall be incorporated into this Agreement.



Exhibit 2: Business Identification Number/Small Supplier GST Exemption Form

Section I or Section II of this form MUST be completed: In accordance with the Canadian Revenue Agency regulations, in order to sell goods or services in Canada to Bartech Workforce Management, a division of The Bartech Group, Inc., your company must be registered to collect a Good and Services Tax (“GST”) or qualify for an exemption. For purposes of this agreement, the only applicable exemption is the small supplier exemption. Section I. Registered: If your entity has already registered with Canada Revenue Agency, your company has been assigned a 9-digit Business Identification Number (“BN”) for tax matters related to business in Canada. Please provide this number below: Business Identification Number: Submit invoices to The Bartech Group, Inc. which must include GST and the BN. Section II. Non-Registered: If your company has not registered with Canada Revenue Agency, it may be because you qualify under the small supplier exemption. In order to be considered a “small supplier” and thereby exempt from registration, you must meet one of the following conditions:

a) you are a sole proprietor, and your total gross taxable revenues subject to GST from all your businesses

are $30,000 or less in the last four consecutive calendar quarters and in any single calendar quarter; or

b) you are a partnership or a corporation, and your total gross taxable revenues subject to GST from all your businesses are $30,000 or less in the last four consecutive calendar quarters and in any single calendar quarter.

To facilitate payment, please sign and date the following GST exemption declaration form and attach supporting documentation/evidence of your total gross taxable revenues subject to GST (e.g. tax filings) to this form:

Please return this form to: The Bartech Group, Inc.

DECLARATION Company Name: ___________________________________________________________________ Name: ___________________________________________________________________________ Address: __________________________________________________________________________ City: _________________________________ State: _________ Postal Code: _________________ Email: _______________________________________ I certify that the above referenced company qualifies as a small supplier under the Canadian Revenue Agency definition for purposes of the GST and have not registered to collect the GST. Name (Print): _____________________________________ Title: ____________________________ Signature: ________________________________________ Date: ____________________________



Exhibit 3: Subcontractor Authorization

CNH and Bartech understand that Supplier wishes to engage a third party, namely ____________ with a place of business at ____________________________________________ (hereinafter referred to as "Subcontractor") to assist Supplier in performing certain tasks or in providing certain services for which Supplier has been retained by Bartech under the Supplier Master Services Agreement ("SMSA").

As a condition precedent for permitting Supplier to engage Subcontractor, and prior to allowing possible access to any confidential and proprietary information and technology of CNH, Bartech requires assurances that CNH's rights in such confidential and proprietary information and technology and in the Deliverables, including works of authorship, resulting from Subcontractor's performance of such tasks and services will not be in anyway diminished or impaired.

Accordingly, in consideration of the following covenants and undertakings, the foregoing premises (incorporated herein) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

(a) Subcontractor has read and understands Sections 8, 9, 10, 11, and 12 of the SMSA which are incorporated herein by reference, it acknowledges that it has been provided with a copy of such Sections, and Subcontractor agrees to be bound, and hereby assumes the obligations imposed on Supplier, by the provisions of such Sections with respect to the performance of tasks and services delegated by Supplier to Subcontractor;

(b) Prior to revealing such confidential and proprietary information and technology to its employees, Subcontractor shall require each of those employees to agree in writing to, and be bound by, the provisions of such Sections;

(c) Subcontractor shall not delegate, assign, or otherwise transfer, any part of its duties and obligations under this Agreement;

(d) Subcontractor acknowledges that all defined terms used and not defined herein shall have the same meaning assigned to them as in the SMSA and it understands the meaning of such terms;

(e) Supplier's liability for Subcontractor's breach of any terms of this document is joint and several with Subcontractor; and

(f) Subcontractor's authorization to provide such assistance shall be effective only upon receipt by Bartech of a fully executed original of this document.



IN WITNESS WHEREOF, Subcontractor and Supplier have caused this instrument to be executed by their duly authorized representatives on the date and year indicated below.

Supplier Subcontractor Supplier

Authorized Signature Authorized Signature

Print Name Print Name

Title Title

Date Date

APPROVED BY CNH AND/OR BARTECH

Authorized Signature

Print Name

Title

Date



Exhibit 4: Fieldglass End User Confidentiality and Nondisclosure Agreement

F I E L D G L A S S '

END USER LICENSE AND NONDISCLOSURE AGREEMENT

THIS END USER LICENSE AND NONDISCLOSURE AGREEMENT, ("Agreement") entered into as of this day of July , 2014 ("Effective Date"), is by and between Fieldglass, Inc., a Delaware corporation with offices located at 125 South Wacker Drive, Suite 2400, Chicago, Illinois 60606, together with its wholly owned subsidiaries ("Fieldglass"), and TEKsystems, Inc., a Maryland corporation with offices located at 7437 Race Road, Hanover, Maryland 21076 ("Company") (Fieldglass and Company individually a "Party" and collectively the "Parties").

WHEREAS, Fieldglass and The Bartech Group, a managed service provider ("MSP") have entered into an agreement (''MSP Agreement") whereby Fieldglass will provide MSP with access to certain software products (the "Products") through hosted environments (each a "Hosted Environment") to, among other things, help MSP manage its various clients' and suppliers' subcontracted and temporary labor force; and

WHEREAS, the MSP has an agreement with Company to provide services to the Company, and in order for MSP to obtain the full value of the Products, it is beneficial for Company to also have access to a Hosted Environment and the Products.

NOW THEREFORE, in consideration of the mutual benefit to Fieldglass and Company from allowing Company to access the Hosted Environments and Products, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

LICENSE TO ACCESS THE PRODUCTS. During the term of this Agreement only, Fieldglass grants to Company a non-exclusive, non-transferable, non-assignable, royalty-free license to access a single Hosted Environment currently or hereafter established for MSP to enable Company to use the Products solely in connection with MSP's provision of services to Company (the "Permitted Use") and not for distribution, transfer, sale or use for the benefit of any other third party. Such access to the Hosted Environment and the right to use the Products in the Hosted Environment is conditional upon the MSP Agreement being in full force and effect and there being a valid agreement in place between Company and MSP related to the Permitted Use. If such agreement between Company and MSP is terminated for any reason then Company's rights to access the Hosted Environment and use the Products shall cease immediately, unless extended through the execution of a master services agreement between Fieldglass and Company. For the avoidance of doubt Fieldglass shall be entitled to rely conclusively upon the notification by MSP that its agreement with Company has been terminated. This license is personal to Company, and Company shall not permit any parent, subsidiary or affiliated entity of Company or any third party to have access to or use the Hosted Environment or Products without the prior written consent of Fieldglass. Should Company request, and Fieldglass consent to such access, Company shall ensure that such parent, subsidiary, affiliated entity or third party is made aware of the terms and



conditions of this Agreement and Company shall be liable for and shall indemnify Fieldglass in respect of all losses and liabilities suffered or incurred by Fieldglass arising from any breach of the terms and conditions of this Agreement by such parent, subsidiary, affiliated entity, or other person. Company acknowledges that Fieldglass is not responsible for providing a communications line or other equipment necessary to access and use the Hosted Environment via the public Internet, or for the charges associated with such access or use.

CONFIDENTIAL INFORMATION. "Fieldglass Confidential Information" means the Products, Hosted Environment and all information and improvements made by either Party related to the Products or Hosted Environment. "Company Confidential Information" means all Company-specific data provided by Company to Fieldglass and used in the Products (Company Confidential Information and Fieldglass Confidential Information, collectively "Confidential Information"). The term "Confidential Information" does not include (a) information that is or becomes publicly available without a breach of this Agreement, (b) information received from a third party having a right to disclose said information or (c) information which a Party has independently developed without use of or reliance upon the other's Confidential Information. Notwithstanding the foregoing, a Party may disclose the Confidential Information of the other Party if compelled or required to do so by statute, court of law or other legal process; provided that the disclosing Party (i) gives the other prompt written notice of an impending disclosure pursuant to this sentence, (ii) provides commercially reasonable assistance to the other Party at the other Party's expense in opposing or limiting the compelled or required disclosure and (iii) makes only such disclosure as is compelled or required. Company shall use Fieldglass Confidential Information solely for the Permitted Use. Fieldglass shall use Company Confidential Information solely as necessary for the purposes of this Agreement or for the performance of the MSP Agreement, except that Fieldglass may use and disclose the aggregate statistical data relating to the utilization of the Product in a manner non-specific to Company, or any temporary worker.

COVENANT OF NONDISCLOSURE. Upon request by Fieldglass or termination of this Agreement, Company will destroy or promptly deliver to Fieldglass all materials that contain Fieldglass Confidential Information. Upon Fieldglass' request, an officer of Company will certify as to its compliance with this Section 3. During and after the term of this Agreement, each Party shall (a) safeguard the other's Confidential Information from unauthorized use and disclosure; (b) disclose the other's Confidential Information to no one other than employees or independent contractors who have a need to have access to and knowledge of the other's Confidential Information solely for the purposes authorized in Section 2 above; and (c) advise all such employees and independent contractors of their obligations with respect to the other's Confidential Information and be responsible for their breach of this Agreement.

OWNERSHIP; VIOLATION OF COVENANT. Each Party shall retain all ownership and intellectual property rights in and to their Confidential Information. Each Party shall notify the other immediately upon discovery of any unauthorized disclosure or use of the other's Confidential Information, and will cooperate in every reasonable way to help the other regain possession of its Confidential Information and/or to prevent further unauthorized use or disclosure. In the event of the threatened or actual breach of this Agreement, a Party shall have no adequate remedy at law and shall be entitled to (a) all equitable remedies, including immediate injunctive and other equitable relief (without bond and without the necessity of showing actual monetary damages) enjoining the other Party and every other party from breaching this Agreement, (b) reasonable attorneys fees incurred in enforcing its rights hereunder, and (c) any other legal remedies that may be available. Company will indemnify, defend, and hold Fieldglass harmless from and against all costs, claims, demands, liabilities, expenses, damages or losses (including all reasonable costs and attorney's fees) and all indirect losses arising out of or in connection with any breach by Company or any of its employees, subcontractors or independent contractors of the confidentiality and non-disclosure obligations owed to Fieldglass under this Agreement.



WARRANTY AND DISCLAIMER. Each Party represents and warrants that the Confidential Information provided to the other shall be free of any virus, Trojan Horse, cancel bot, timebombs or other devices developed to disable or to erase, damage or corrupt software, hardware or data. Except as otherwise provided in this Agreement, Company acknowledges and agrees that the Products and Hosted Environment including (without limitation) all updates and enhancements are provided "AS IS," without warranty of any kind, and ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT ARE DISCLAIMED. Without limiting the foregoing, Fieldglass does not warrant that the Products or Hosted Environment will be uninterrupted, free of errors, defects or without delay, or that errors or defects are capable of being corrected.

LIMITATION OF LIABILITY. Excluding Sections 5 (Warranty and Disclaimer), 7 (Indemnification), and 3 (Covenant of Nondisclosure), the total liability of each Party to the other in respect of all claims under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise shall not exceed one thousand US dollars (US $1,000). In no event shall either Party be liable for any loss of profits, revenue or product use, or loss or inaccuracy of data, indirect, incidental, special, punitive, or consequential damages of any kind, whether or not reasonably foreseeable, incurred by the other Party or a third party relating to use of or inability to use the Confidential Information whether arising in tort (including negligence), breach of contract or otherwise and whether or not reasonably foreseeable. Nothing in this Agreement shall operate to exclude or restrict either Party's liability for death or personal injury arising from that Party's negligence or any other liability due to that Party's fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

INDEMNIFICATION. Each Party ("Indemnifying Party") will defend the other Party against any third party claim or legal action ("Claim"), and indemnify and hold harmless the other Party ("Indemnified Party") from and against any loss, liability and damages arising therefrom, to the extent such Claim alleges that (a) the Confidential Information provided by the Indemnifying Party infringes any U.S. patent, copyright or trade secret, or other non-patent intellectual property right of such third party, or (b) the Indemnifying Party has failed to comply with the requirements of applicable data protection laws. Neither Party shall have indemnification obligations for its Confidential Information hereunder where the Claim directly or indirectly arises from the other Party's misuse or unauthorized modification of such Confidential Information. This indemnification obligation is contingent on the Indemnified Party providing the Indemnifying Party: (i) written notice within thirty (30) days of receiving a Claim; (ii) all assistance (at the expense of the Indemnifying Party) and necessary information within its control for the Indemnifying Party to conduct a defense; and (iii) with sole control of the defense and settlement of the Claim. If the use of the Products, Hosted Environment or related documentation infringes, or in Fieldglass' determination, is likely to infringe, a third party proprietary right, Fieldglass may, in its sole discretion and at its option and expense (a) obtain for Company the right to use the allegedly infringing item(s), (b) substitute a functionality equivalent, non-infringing replacement for such item, (c) modify such item to make it non-infringing and functionally equivalent, or (d) terminate the Agreement.

SUPPORT. Should Fieldglass develop an updated version of the Product and such version is provided as a generic release common to all licensees of such Product, Fieldglass agrees to provide technical support, updates and enhancements to Company free of charge for the Product licensed hereunder and Company shall have the right to use updates and enhancements as replacements for existing authorized copies. Company agrees to migrate to the updated version of the Product on the date the updated version is released and delivered to Company.



TERM. This Agreement shall be effective as of the Effective Date and shall remain in effect (unless terminated earlier) for an initial term of one (1) year, and shall automatically renew for successive six (6) month terms unless either Party provides written notice of its intent not to the renew the Agreement at least thirty (30) days prior to the end of the then-current term. Additionally, the Agreement shall terminate upon the earlier of: (i) termination of the MSP Agreement, (ii) termination of the relevant agreement between Company and MSP related to the Permitted Use, or (iii) the existence of a claim which precludes continued access to the Products. Fieldglass may terminate this Agreement immediately upon written notice where Company has misused the Hosted Environment or Products or has otherwise materially breached the terms of this Agreement. Either Party shall be entitled to terminate this Agreement forthwith and with immediate effect by notice in writing if the other Party is subject to a winding up petition or order, or to an administration order, or enters into liquidation, or has a receiver or administrative receiver appointed over the whole or any part of its assets or makes or proposes any voluntary arrangements with its creditors.

Upon termination of this Agreement, all access to and use of the Hosted Environment and Products by Company shall cease. Anything in this Agreement to the contrary notwithstanding, the rights of either Party to terminate this Agreement are in addition to and shall not limit either Party from pursuing any other remedies available to it. In addition, notwithstanding termination or expiration of this Agreement, the accrued rights of either Party shall not be affected and Sections 2 through 14 shall survive.

SEVERABILITY. In the event a court of competent jurisdiction finds that any provision of this Agreement is unlawful or unenforceable, then it is the intent of the Parties that such court apply a rule of reasonableness and modify the provision in question so that it will remain in effect to the greatest extent permitted by law. In the event a court finds such procedure to be inappropriate, then the provision held unlawful or unenforceable shall be excised from this Agreement and the remaining provisions of this Agreement will remain in full force and effect.

MISCELLANEOUS. Neither Party shall assign or transfer its rights or obligations pursuant to this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that Fieldglass may assign or transfer this Agreement: (a) to a successor as a result of a merger, consolidation, acquisition, reorganization or sale of all or substantially all of Fieldglass' assets, or (b) to any direct or indirect wholly owned subsidiary of Fieldglass. No such assignment or transfer shall have the effect of increasing the obligations of either Party under this Agreement. The terms and conditions of this Agreement will inure to the benefit of, and shall be binding upon, each Party's successors and permitted assigns. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver hereof; all waivers being required to be in writing signed by the waiving Party. This Agreement contains the full and complete understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior representations (except fraudulent representations), communications and understandings concerning the same subject matter whether they be oral or written, express or implied. This Agreement may be modified only in writing and if signed by authorized representatives of each Party.

DISPUTE RESOLUTION. Any dispute between the Parties arising out of this Agreement shall be resolved in accordance with this Section. The project executives designated by the Parties shall negotiate in good faith the resolution of any dispute in an effort to resolve the same within five (5) business days of one Party's notice of dispute. In the event the project executives are unable to resolve a dispute within this time frame, the dispute shall escalate to representatives of the Parties holding positions no less influential than Vice President (or comparable position) ("Officers"). If the Officers are unable to resolve a dispute within five business (5) days of escalation to the Officers, either of the Parties shall be entitled to pursue other remedies. Nothing in this Section shall prevent or delay either Party from seeking orders



Signed: Printed: Title: Date:

Signed: Printed: Title: Date:

James E. HoltzmanChief Financial Officer

for specific performance or interlocutory or injunctive relief on an ex-parte basis or otherwise or to preserve its position as creditor.

NON-EXCLUSIVITY & RELATIONSHIP. This Agreement is non-exclusive and nothing in this Agreement shall be deemed to restrict the right of either Party to enter into similar agreements with any third party (without restriction as to number, location and subject matter of such agreement) or to deal with or provide products and/or services to any third party. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, association, or fiduciary relationship between the Parties, nor shall anything in this Agreement be deemed to create an agency relationship between the Parties.

LAW OF CONTRACT AND JURISDICTION. This Agreement shall be governed by and construed according to the laws of the State of New York, United States without regard to conflicts of law principles and the Parties hereby submit to the exclusive jurisdiction of the federal and state courts located in New York, New York.

IN WITNESS WHEREOF, this Agreement has been signed by duly authorized representatives of the Parties on the Effective Date.

Signed for and on behalf of Signed for and on behalf of

Fieldglass, Inc. Company

Addresses for Notification:

Fieldglass, Inc. Company: TEKsystems, Inc. Attn: Chief Financial Officer Attn: Senior Manager of Operations Support 125 S. Wacker Drive, Suite 2400 7437 Race Road Chicago, IL 60606 Hanover, MD 21076 Phone: 312-279-8700 Phone: 410-540-7180 Facsimile: 312-759-5555 Facsimile: 410-540-7813



EXHIBIT 5: ACKNOWLEDGMENT OF CONTRACT WORKER STATUS AND BENEFITS WAIVER

I. This Acknowledgment of Contract Worker Status and Benefits Waiver is entered into between the

undersigned, ____________________________, and CNH America LLC (“CNH).

II. The undersigned agrees and acknowledges that he or she is either (a) a self employed individual contractor, providing goods and/or services of CNH pursuant to a written contract or (b) an employee of a temporary staffing agency.

III. The undersigned agrees and acknowledges that he or she is not an employee of and has not been

designated by CNH as an employee of CNH or any of its subsidiary, parent or affiliated companies. As such, the undersigned agrees and acknowledges that he or she is not entitled to any of the benefits made available to persons designated by CNH as employees of CNH. The undersigned therefore waives, discharges and releases any claim for any employee benefit offered by CNH or any of its parent, subsidiaries, or affiliated companies. This waiver specifically includes, but is not limited to, pension coverage or benefits, medical and/or dental insurance coverage or benefits, life insurance coverage or benefits, savings and investment plan benefits, employee stock option participation, holiday pay, separation pay or any other employee benefit of any type or description.

IV. The undersigned further agrees and acknowledges that even if a court or governmental agency

determines that he or she is or was an employee of CNH; the undersigned is not eligible or entitled to any of the benefits made available to persons designated by CNH as employees of CNH.

V. The undersigned agrees to indemnify and hold harmless CNH and its subsidiaries, parent and

affiliated companies from any and all cost, liability, contribution or expense (including attorneys’ fees and other costs of litigation) arising out of or relating to (i) enforcement by CNH of this Acknowledgment of Contract Worker Status and Benefits Waiver and/or (ii) any determination by a court or other governmental agency that, notwithstanding the provisions hereof, the undersigned is eligible to participate in or benefit from any of the benefits made available to persons designated by CNH as employees of CNH.

All Contract Workers must answer the following questions prior to signing.

VI. Have you been an employee of CNH within the last 6 months? (This includes employee status as a regular full-time, part-time, or occasions worker) Yes ___ No ___

VII. Have you provided services to any CNH company, as a self employed individual contractor or an

employee of a temporary staffing agency, within the last 24 months? Yes ___ No ___

VIII. If yes, how many months did you work within this 24-month period (please account for multiple assignment). Months _____

IX. Name of last temporary staffing agency you worked for:

____________________________________________________________________

___________________________________ ___________________________________ (Print or type name) Signature ___________________________________ Date Supplier Company ______________________________________________________________ Contract Number _______________________ CONFIDENTIAL



Exhibit 6: On-Boarding/Off-Boarding Checklist

Supplier On-Boarding Checklist for CNH T.R.A.C.S. Program Instructions: Enter the Worker Name and Assignment Start Date Complete the Screening and Document Review as required The Supplier Representative and the Worker need to sign and date this form Keep this record on file for audit purposes

Contract Worker Name: Assignment Start Date:

New Contract Worker On Boarding – Screening Date

Screening Requested

Date Screening

Results were Received

Drug Screen (5 Panel) Background Verification to include the following:

SSN Trace County Criminal for the last 7 years (and all counties that the

Contract Worker lists that they live in) Academic (highest degree) Employment screen for previous 2 employers

Credit Screening (as required on the job posting) Driving Record (as required on the job posting)

On-Boarding Documents Worker Reviewed/ Signed* Document

I-9 form* Release for drug screening and background verification*

Summary of Rights under FCRA (Federal Credit Reporting Act)

CNH Acknowledgement of Responsibility (AOR)-Contractor Agreement*

Acknowledgement of Contract Worker Status & Benefits Waiver*

CNH Workplace Violence Policy CNH Drug Testing Policy CNH Code of Conduct CNH Equal Employment Opportunity Policy CNH Harassment Policy CNH IS Security Policy CNH Travel and Expense Policy Workplace Safety (OSHA)



By signing below you have confirmed that you and/ or the Contract Worker have completed each of the above items as required. _________________________________ _______________________________ Supplier Representative’s Signature / Date Supplier Name __________________________________ Supplier Representative’s Printed Name __________________________________ ____________________________________ Contract Worker Signature / Date Contract Worker Name


July 23, 2014 Bartech Proprietary and Confidential Barte Final with accepted changes of 54 SMSA-TEK at C

Exhibit 7: CNH Contractor Agreement We ask that, as a contractor to CNH, retained through (a) ________________________________________, you agree in advance to the following conditions in providing CNH with services with respect to (b) ________ ________________________________________________.

(a) Enter Company or Agency Name. (b) Enter summary of services to be provided. As CONTRACTOR, I: (1) agree to maintain in confidence all technical and other proprietary information which I may generate, acquire (including all information provided to me by CNH prior to the date of this agreement) or be exposed to concerning the business of CNH and its affiliates, except as released in writing by an officer of CNH. (2) represent that I am free to enter into this agreement and warrant that I have no contract of employment of consultation precluding me from assigning to CNH inventions and works of authorship relating to the subject services. (3) agree to assign and hereby do assign to CNH the entire right, title, and interest world-wide in all drawings, prints, ideas, discoveries, inventions conceived and/or works of authorship created in connection with the contract work, expenses of obtaining patents or copyright registrations to be borne by CNH. All copyrightable material I create while working for CNH will be deemed a work made for hire on behalf of CNH. (4) agree upon termination or expiration of each project to surrender to CNH, without retaining any copies or computer files, all models work papers, and all work related materials which contain confidential or proprietary information, whether provided by CNH or created by me. (5) agree not to use, publish, or otherwise disclose information concerning work performed hereunder without obtaining the prior written approval of a CNH officer and that CNH retains the right to publish such information. (6) agree that in furnishing services pursuant to this agreement, I will at all times act as an independent contractor and not an employee or agent of CNH. The payment of all taxes and withholdings, federal, state, and local will be my responsibility. (7) that in providing services to CNH I will not knowingly disclose or use any intellectual property (patents, trade secrets, copyrights or proprietary information) and that I have no contract or relationship with others that will be violated by my work for CNH. (8) agree that the obligations of this agreement continue for a period of 2 years after my work at CNH is completed. (9) agree to give full cooperation and assistance to CNH and agents of CNH (such as employees and attorneys) in all effort and proceedings to obtain and enforce patent rights on the improvement, inventions, and copyrights I make or create while working on a project for CNH. (10) agree to execute the Acknowledgement of Responsibility agreement (form DP-109-AOR). (11) agree that, prior to commencing work on CNH property, a current Certificate of Insurance will be on file with CNH. As used herein, CNH means operating subentries of CNH Global N.V. I acknowledge and agree to the above provisions, X ______________________________________ (Signature) (Date) X ______________________________________ (Contractor's Name) (Please print) DP-109-CCA


July 23, 2014 Bartech Proprietary and Confidential Barte Final with accepted changes of 54 SMSA-TEK at C

Exhibit 8: Background/Drug Screen Waiver

The undersigned CNN's HR Management Consultant hereby requests that Bartech allow _____________________ (the "Contract Worker Candidate") to begin his/her Assignment at CNH, but only on a temporary basis not to exceed:

(a) the earlier of seventy-two (72) hours or receipt of notification of an unsatisfactory drug screen results; or

(b) the earlier of seven (7) days or receipt of notification of an unsatisfactory background verification/investigation,

prior to receiving the results of such drug screen and background verification/investigation as is required by and set forth in the Agreement for contract workforce management services ("Agreement"), dated as of February ___, 2010, by and between The Bartech Group, Inc. ("Bartech") and CNH America LLC ("CNH").

The undersigned understands (A) this action may expose CNH to risks which could have been identified and avoided by waiting for the results of the screening and investigation; and (B) if the Contract Worker Candidate fails to pass any part of the drug screen or background verification/investigation, the Assignment shall be terminated immediately.

If signed below by a CNH HR Management Consultant, CNH, as it relates solely to the Contract Worker Candidate named above, waives the indemnification obligations as set forth in Section 19.9(E)(2) of the Agreement. This temporary and limited waiver shall expire and be null and void upon the earlier to occur of (a) Bartech's receipt of the results of the Contract Worker Candidate's drug screen and/or background verification/investigation, or (b) the passage of seventy-two (72) hours for drug screen waivers or seven (7) days for background verification/investigation waivers from the date signed by CNH HR Management Consultant.

Approved by: ______________________________ CNH HR Management Consultant ______________________________ Print Name ____________________________ Date

Received and Agreed by: ______________________________ On Behalf of Bartech Workforce Management ______________________________ Print Name ______________________________ Date

Acknowledged by: ______________________________ On Behalf of Supplier ______________________________ Print Name ______________________________

Date



Exhibit 9: Satisfaction Survey Form Supervisor Name: Date:

Contractor Name:

Job Title:

To Monitor and improve the overall quality of service to *CNH*, BWM evaluates contractor performance on a continuous basis. Please return this survey to BWM within 7 days of receipt. Survey data is shared with *CNH* Human Resources Department on a monthly basis, and is used to determine process improvement initiation. Using a five-point sale (5 being excellent), please rate your recent experience with the above-mentioned temporary employee in the categories listed. Upon completion, please sign, date, and return this form to: Bartech Workforce Management Program Office. Thank you.

Start Date: Assignment Location:

End Date:

Category Definition Rating

Contractor Assessment

Skills / Accuracy Contractor possessed relevant job skills and displayed acceptable degree of accuracy. (Rate 1-5)

Professionalism / Attitude

Contractor possessed acceptable communication skills, strong work ethic and positive attitude. (Rate 1-5)

Dependability Contractor was productive and timely in delivering work product. (Rate 1-5)

Attendance / Punctuality

Contractor attendance and punctuality was acceptable. (Rate 1-5)

Attire Contractor attire was acceptable. (Rate 1-5)

Eligibility for future Assignments

I would recommend this contractor for future Assignments. (if no, please comment) (Yes / No)

I would request/recommend this employee for future Assignments requiring similar skills. (Yes / No)

I would request/recommend this contractor for future Assignments requiring greater skills. (Yes / No)

I would request/recommend this contractor for future Assignments requiring lesser skills. (Yes / No)

Additional Comments:

Signature Date