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SUBCONTRACTOR AGREEMENT

THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) is made and entered into between
Click here to enter text., a Click here to enter text. (“Subcontractor”), having a primary business
address of Click here to enter text. and Mastech Digital Technologies, Inc., a Pennsylvania
corporation (“Mastech Digital”),having a primary business address of 1305 Cherrington
Pkwy. Bldg. 210 Ste. 400 Moon Township, PA 15108, and is effective as Click here to enter a
date.(the “Effective Date”). In the event that Subcontractor is an individual, any reference
made to “Subcontractor” or “Company Worker” shall mean Subcontractor individually.
Subcontractor’s Tax Identification Number is Click here to enter text..

Mastech Digital desires to obtain certain services from Subcontractor from time to time for
the benefit of Mastech Digital’s clients (“Client” or “End User”). Subcontractor agrees to
provide such services in accordance with the following terms and conditions pursuant to this
Agreement and the Prime Agreement between Client and Mastech Digital (“Prime
Agreement”):

1. SERVICES

1.1 Subcontractor, through its employees and third party contractors (“Company
Workers”), will provide the services (“Services”) requested by Client and described in a
Statement of Work document (an example of which is Attachment A) which has been
agreed to and signed by both Subcontractor and Mastech Digital, or any of Mastech Digital’s
subsidiaries or affiliates, and is subject to the terms and conditions of this Agreement (each
a “Statement of Work”). A Statement of Work more fully describes the scope, duration,
and fees for the Services to complete the project described therein (a “Project”). The
Statement of Work may also reference special terms and conditions required by the Client
or the End User for whom the Project is being performed. Changes to any Statement of
Work, including the Project and scheduling changes, may be made by the prior written
mutual agreement of the parties thereto.

1.2 Subcontractor will use its best efforts to perform the Services in accordance
with its estimates and time schedules set forth in each Statement of Work.

1.3 While on Mastech Digital’s, Client’s or End User’s premises, Subcontractor and
its Company Workers shall comply with all security practices and procedures.

2. RETENTION AND REMOVAL OF COMPANY WORKERS

2.1 Subcontractor’s Services are retained on an at-will basis, and the quantity
and duration of Services are within the sole discretion of Mastech Digital and no binding
commitments, representations or assurances with respect thereto have been made. Mastech
Digital may remove Subcontractor’s Company Workers immediately, upon written notice, for
cause, including but not limited to such request by Client or the End User.

MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
2.2 If Mastech Digital or its Client requests removal of the Company Worker in
such notice, Subcontractor shall promptly remove such Company Worker from the Project.

2.3 Subcontractor acknowledges that Mastech Digital has a contractual


agreement with Client prohibiting removal of a Company Worker for convenience.
Subcontractor agrees that it shall not remove any Company Worker for convenience without
Mastech Digital’s prior written consent. Subcontractor may remove Company Worker upon
ten (10) business days’ prior written notice to Mastech Digital that the employment or
business relationship between itself and the Company Worker has been terminated.

3. TERM AND TERMINATION

3.1 This Agreement shall be effective as of the Effective Date and shall remain in
effect until terminated by either party in accordance with this Agreement

3.2 Mastech Digital may terminate this Agreement and any Statement of Work:
(i) immediately upon written notice to Subcontractor for cause; (ii) immediately upon
written notice if the Project terminates and (iii) on ten (10) business days’ prior written
notice for any reason.

3.3 Subcontractor may terminate this Agreement or any Statement of Work


hereunder upon thirty (30) days prior written notice; provided, however, Subcontractor
shall not have the right to terminate this Agreement pursuant to this sentence while any
Statement of Work is pending and not yet completed.

3.4 Subcontractor may terminate a Statement of Work upon delivery of written


notice, if Mastech Digital is in breach of this Agreement and/or such Statement of Work and
fails to cure such breach within thirty (30) days (or immediately in the case of breach of
Section 11) after its receipt of written notice. Non-payment of a disputed invoice shall not
be considered a breach of this Agreement. Subcontractor may terminate the Statement of
Work upon ten (10) business days’ prior written notice to Mastech Digital that the
employment relationship between Subcontractor and its Company Worker has been
terminated.

3.5 Upon the failure of a party to timely cure any such breach, the non-breaching
party may, subject to the other terms of this Agreement, pursue any legal remedies it may
have under applicable law or principles of equity relating to such breach.

4. INVOICES AND EXPENSES

4.1 All Services will be provided by Subcontractor on a time and materials basis,
unless otherwise agreed by the parties in the applicable Statement of Work. Services will
be invoiced in accordance with the fees specified in the Statement of Work.

4.2 Subcontractor shall submit invoices weekly to Mastech Digital for the period of
Sunday to Saturday for Services performed during the preceding week. Services will be paid
for by Mastech Digital at the applicable hourly rate(s) for the Company Worker(s) as set
forth in the Statement of Work. Such hourly rates shall be the sole charge to Mastech

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Digital. In the event that the Client requires Subcontractor Personnel to work hours in
excess of forty (40) per week, Subcontractor agrees that it must seek Mastech Digital’s
permission before allowing its Personnel to work hours in excess of forty (40) per week. No
premium overtime wages will be paid for work over forty (40) hours per week even if
overtime is authorized. Each invoice must be accompanied by timesheets signed and
approved by Client. Inclusion of signed timesheets with each invoice is mandatory,
and any invoice without such timesheets will not be processed for payment. It is
Subcontractor’s responsibility to immediately inform a Mastech Digital Human Resources
Representative in the event that Mastech Digital’s Client refuses or is unavailable to sign a
timesheet. Notwithstanding the submission of signed timesheets, all Services performed are
subject to Mastech Digital’s review and approval, and to Client’s acceptance, for purposes of
payment. Invoices and expenses received by Mastech Digital later than thirty (30) days
after the date on which the Services were performed/expense incurred shall be deemed
untimely and thus waived by Subcontractor, and no payment shall be made for such
charges.

4.3 Subcontractor’s Company Worker is required to submit a timesheet into


Mastech Digital’s web-based PeopleSoft Time Reporting portal at the end of each week for
the services performed the previous week. If for any reason, Company Worker is unable to
submit his/her timesheet into Mastech Digital’s portal, Subcontractor and/or Company
Worker must inform Mastech Digital’s Human Resource Department immediately. If
Subcontractor’s Company Worker is entitled to receive billable expenses, Company Worker
must enter all expense detail into Mastech Digital’s portal each week for expenses incurred
the previous week. In order to validate expense entries, Company Worker is required to
email or fax all corresponding receipts to his/her Mastech Digital Human Resource
Representative. Company worker must ensure that all entries into Mastech Digital’s portal
match any entries into Client’s web-based portal on a daily basis.

4.4 Mastech Digital shall pay all undisputed amounts within thirty (30) days after
receipt of such invoice; however, if Mastech Digital or Client disputes all or any portion of an
invoice, Mastech Digital shall notify Subcontractor of the same, give reasons for the dispute
and pay only that portion of the invoice not in dispute. No payment shall be made for the
final ten (10) days of a Company Worker’s services, in the event that the Company Worker
left or was removed from the Project before its scheduled completion date, where ten (10)
business days’ notice was not given. Subcontractor’s and Mastech Digital’s respective
representatives shall promptly confer to resolve any disputed invoices. Subcontractor agrees
that it shall promptly repay or permit set-off for such disputed amounts.

4.5 Mastech Digital shall reimburse Subcontractor for all reasonable, actual out-
of-pocket expenses incurred to perform the Services, without mark-up; provided that the
same are approved in advance by Mastech Digital and Client and supported by an original
receipt. Travel expenses will only be paid for Company Workers not based in the
county(ies) in which the Project is located. Travel expenses shall be limited to coach class
airfare, meals, ground transportation, parking and accommodations reasonably agreeable to
Mastech Digital and Client.

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
4.6 Subcontractor shall submit timesheet and expense reimbursement
information weekly, in a detailed and timely manner. Subcontractor shall enter timesheet
and expense information by using Mastech Digital’s web-based PeopleSoft Time Reporting
portal at the end of each week for the services performed the previous week and may be
required to enter timesheet and expense information otherwise, as required by Client.

5. EARLY PAY OPTION:

Subcontractor may elect to receive payment for all appropriate and proper invoiced charges
within fifteen (15) days from Mastech Digital’s receipt of a proper invoice and signed time
sheets. In the event Subcontractor elects this early payment option, Mastech Digital will
deduct a one percent (1%) charge from each invoice. It is Subcontractor’s responsibility to
elect this early payment option on the applicable Work Order. If no selection is made by
Subcontractor, Mastech Digital will automatically revert to Net 30 payment terms. All
guidelines, rights and obligations set forth in Article 3 are applicable despite the election of
Net 15 terms.

6. PRIME CONTRACT REQUIREMENTS AND SERVICE FEES

6.1 In order for Mastech Digital to meet its wage disclosure requirements under
the Prime Contract, Subcontractor must disclose to Mastech Digital the actual hourly
wage paid by Subcontractor to its Company Worker. For purposes of clarity, hourly
wage shall be defined as the hourly base pay (wage) paid to Company Worker/s by
Subcontractor, prior to any taxes, benefits, margins, and all other costs. In the event a
Company Worker/s is paid an annual salary (“Annual Salary”) by Subcontractor, the
calculation to determine the Hourly Wage for such Company Worker/s is as follows:
Annual Salary / 2080 hours per year = Hourly.

6.2 At the start of the Project and on a quarterly basis thereafter, Subcontractor
shall provide Mastech Digital written evidence of the hourly wage paid to the Company
Worker. Evidence at the start of the Project may consist of a current (within the quarter)
wage statement or signed employment agreement for the Company Worker. Evidence
thereafter shall consist of a current (within the quarter) wage statement for Company
Worker or other evidence acceptable to Mastech Digital.

Subcontractor is required to disclose the following information to Mastech Digital


prior to company worker joining any project:

 Work authorization type-US Citizen, GC, Visa type and expiration date
 FLSA Classification
 Payroll Type-benefited/non benefited, 1099 or C2C

7. WARRANTIES AND REPRESENTATIONS

7.1 Service Provider represents and warrants that it shall perform all Services in a
professional manner, the Services shall be free from material defects and the Services shall
conform to all specifications and written instructions applicable to such Services. The

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Services shall conform to the Prime Agreement between Mastech Digital and Client and
resultant SOW’s and all procedures and requirements of Mastech Digital and Client.

7.2 Service Provider represents and warrants that each Company Worker
assigned to a Project has the level of skill commensurate with the requirements of the
Services contracted for in the Statement of Work.

7.3 Service Provider represents and warrants that the Services and Service
Provider’s performance of the Services do not and shall not infringe any patent, trademark,
copyright, trade secret or other proprietary right held by any third party.

7.4 In the event of any breach of warranty, Subcontractor shall re-perform the
Services at no cost to Mastech Digital or Client. If re-performance of the Services cannot be
completed as warranted, then Mastech Digital and Client shall be entitled to a refund of the
fees paid in connection with such non-conforming Services.

7.5 The provisions of this Section shall survive any termination of this Agreement
and shall be binding upon Subcontractor’s successors, assigns, executives, administrators
and other legal representatives.

8. NON-SOLICITATION AND NON-COMPETE

8.1 While this Agreement is in force and continuing until one (1) year following the
last date on which Subcontractor provides Services hereunder, Subcontractor and its
Company Worker agree: (i) not to directly or indirectly solicit business of or from, or seek or
accept employment with, Client or End User directly or indirectly or through another Prime
Vendor; and (ii) not to directly or indirectly solicit the employment or retention of any of
Mastech Digital’s Company Workers wherever located, or of any Company Worker of a third
party providing services to or for the benefit of Mastech Digital at the sites, operations or
projects of Client or End User, where or for which Subcontractor provides or provided Services
hereunder.

8.2 Subcontractor understands that, for purposes of this Section, Client and End
User which may include: any party in the contractual chain between the Client and the
ultimate End User has the contractual right to hire any Company Worker supplied by Mastech
Digital to Client at any time. Therefore, Subcontractor agrees that Client, Mastech Digital or
End User shall be entitled to make an offer of permanent employment or otherwise hire any
Company Worker of Subcontractor furnished hereunder at any time. No fee will be provided
to Subcontractor unless provided for in the Prime Agreement. Mastech Digital will share
equally with Subcontractor any fee in connection therewith.

8.3 In the event that Client or Mastech Digital hires a Company Worker of
Subcontractor under this Article 8, Subcontractor agrees to release Client from any further
liability for such hiring other than what is stated in this Article and agrees to release any hired
Company Worker from any restrictive covenants he or she might have with Subcontractor.
The extent to which the terms of this Section shall apply may, as necessary and from time to
time, be modified by the parties, which modifications shall be set forth in a writing signed by
both parties and attached hereto.

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
8.4 The provisions of this Section shall survive any termination of this Agreement
and shall be binding upon Subcontractor’s successors, assigns, executives, administrators
and other legal representatives.

9. COMPLIANCE WITH LAWS AND REGULATIONS

Subcontractor shall comply with all applicable laws, rules and regulations, federal, state,
county and municipal, with respect to its performance of the Services.

10. INTELLECTUAL PROPERTY

The Services performed hereunder and the work product resulting therefrom shall be
deemed “works made for hire,” with Mastech Digital or Client exclusively owning all right,
title and interest therein. If such work product is deemed by a court of law not to be a
"work made for hire," Subcontractor hereby irrevocably assigns, transfers and conveys to
Mastech Digital or Client ownership of all right, title and interest in and to such work
product, including, without limitation, inventions (whether patentable or unpatentable) and
copyrightable work product, and Mastech Digital or Client shall have the right to obtain and
hold in its own name, without obligation of any kind to Subcontractor, patents, copyrights,
and/or other protection that may be available or become available with respect to such work
product. Subcontractor further agrees to give Mastech Digital or Client and their designees
or assignees all assistance, and to execute and deliver all documents, reasonably requested
to perfect such right, title and interest. Subcontractor hereby appoints Mastech Digital as its
attorney-in-fact with full right and authority to execute and deliver such documents, which
appointment shall be deemed a power coupled with an interest and shall be irrevocable.
These obligations shall survive any termination of this Agreement and shall be binding upon
Subcontractor’s successors, assigns, executives, administrators and other legal
representatives.

11. CONFIDENTIALITY

In connection with performance of the Services contemplated by this Agreement,


Subcontractor might have access to confidential or proprietary technical or business
information of Mastech Digital and Client that is not generally known and is of considerable
importance to Mastech Digital and Client, including, but not limited to, trade secrets,
financial information, customer lists and marketing and business plans and strategies
(collectively referred to herein as “Confidential Information”); provided, however,
Confidential Information shall not include any information Subcontractor can establish was
in the public domain at or subsequent to the time it was communicated to it, through no
fault of Subcontractor. All Confidential Information shall be and remain the property of
Mastech Digital and Client, respectively, under this Agreement. Subcontractor shall not,
directly or indirectly, disclose Confidential Information to any third party, and Subcontractor
shall use such Confidential Information only in the performance of Services under this
Agreement for the benefit of Mastech Digital and Client. Upon completion or termination of
this Agreement, or sooner if requested by Client or Mastech Digital, Subcontractor shall
return all such Confidential Information to its owner or make such other disposition thereof
as directed. Subcontractor shall inform its Company Workers of their obligations under this

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Section. Any breach of this Section by Subcontractor may be enforced by means of
equitable relief (including, but not limited to, injunctive relief) in addition to any other rights
and remedies that may be available. The provisions of this Section shall survive any
termination of this Agreement and shall be binding upon Subcontractor’s successors,
assigns, executives, administrators and other legal representatives.

12. LIMITATION OF LIABILITY; INDEMNIFICATION

Subcontractor agrees to indemnify, defend and hold harmless Mastech Digital and any of its
members, directors, officers, employees or agents ("Indemnified Parties") from and against
any and all claims, liabilities, losses, expenses (including legal fees and costs), fines,
penalties, taxes or damages (collectively "Liabilities") arising out of or in any way connected
with: (1) a third party claim against an Indemnified Party for (i) personal injury or property
damage to the extent such liabilities arise out of or result from the negligence or willful
misconduct of Subcontractor or Subcontractor’s Company worker in providing Services; or
(ii) the representations and warranties made by Subcontractor or Subcontractor’s Company
Worker, or their breach; and (2) a claim by Client or End User against any Indemnified
Party to the extent that it arises out of or results from the Subcontractor’s providing
Services (collectively “Indemnified Claims”). Mastech Digital shall promptly notify
Subcontractor of any Indemnified Claims, and Subcontractor shall conduct the defense of
any Indemnified Claim at Subcontractor's sole expense. Mastech Digital shall cooperate with
Subcontractor and shall have the option to control the defense and settlement of an
Indemnified Claim. The foregoing indemnification shall survive any termination of this
Agreement and shall be binding upon Subcontractor’s successors, assigns, executives,
administrators and other legal representatives.

13. INSURANCE

During the term of this Agreement, Subcontractor shall obtain and maintain, at its sole cost
and expense, insurance coverage as described: Commercial General Liability insurance in an
amount of $1,000,000.00; or Errors and Omissions insurance in an amount of $1,000,000.00
or such amounts and forms of coverage as may be specified by Mastech Digital or its Client.
Such insurance shall be primary in satisfying any obligations under this Agreement.
Subcontractor agrees that its liability hereunder shall not be limited by the amounts of any
insurance coverage which may apply. Subcontractor shall provide Mastech Digital with proof
of such insurance coverage prior to the inception of Services.

14. COMPLIANCE

14.1 Subcontractor agrees that, prior to providing any Services hereunder (or in the
case where Subcontractor is already providing Services, within ten (10) days), Subcontractor
will execute a Statement of Work, attached as Attachment A. Subcontractor will cause its
Company Worker to execute Attachment B which acknowledges the Company Worker’s
consent and agreement to abide and be bound by the provisions of this Agreement and the
Prime Agreement (see next paragraph). Subcontractor shall provide Mastech Digital with the
signed forms prior to commencing work, or, if Subcontractor’s Company Worker is already
providing services, within one week after having been provided such forms by Mastech
Digital.

14.2 Subcontractor’s Services are intended to assist Mastech Digital in fulfilling its
obligations under the contract (“Prime Contract”) between Mastech Digital and Client. The

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Prime Contract requires that Mastech Digital's Subcontractor and its Company Workers shall
comply with the terms of the Prime Contract. Therefore, Subcontractor agrees to perform
the Services in accordance with the Prime Contract, a copy of which will be provided to
Subcontractor upon its request. From time to time, Client may issue amendments to the
Prime Contract, to which Subcontractor will also be bound. In the event that a writing is
issued to Subcontractor by Mastech Digital as the result of such an amendment,
Subcontractor acknowledges that it is obligated to execute and return all amendments
within the timeframe specified by Mastech Digital or to advise Mastech Digital within such
timeframe that it is unwilling to do so. The obligation set forth in the preceding sentence is
a material obligation of this Agreement. Subcontractor's failure to comply with this
obligation shall be deemed a material breach of this Agreement and Mastech Digital may, at
its sole option, delay payments owed pursuant to this Agreement until Subcontractor agrees
to comply with the terms of the Prime Contract, and/or Mastech Digital may terminate this
Agreement and all work orders hereunder immediately, upon written notice to
Subcontractor.

15. INDEPENDENT CONTRACTOR

Subcontractor has been retained by Mastech Digital only for the purposes and to the extent
set forth in this Agreement, and that Subcontractor’s relation to Mastech Digital shall be
that of an independent third party contractor. Subcontractor and its Company Workers shall
not be employees of Mastech Digital or Client, nor shall Subcontractor and its Company
Workers be entitled to participate in any plans, arrangements, or distributions by Mastech
Digital, Client or any entity affiliated with them, relating to any pension, deferred
compensation, bonus, hospitalization, insurance, or other benefits extended by Mastech
Digital, Client or any affiliated entity, to their employees.

16. AUDIT

16.1 Subcontractor will provide to Mastech Digital all reasonable access and
cooperation to enable Mastech Digital to inspect the Services performed by Subcontractor and
its Personnel.

16.2 Mastech Digital has the right, upon ten (10) days written notice, to audit any
documents in any form that are produced in connection with this Agreement or the Services.
Such documents shall include, but shall not be limited to, records that document the rate that
Subcontractor pays its Personnel, regardless of whether the Personnel are Subcontractor’s
employees or not. If, in Mastech Digital’s reasonable discretion, any audit cannot be
performed by electronic mail, then such audit shall be performed at Subcontractor’s primary
place of business, at Mastech Digital’s expense.

17. NOTICES

Any notice required by this Agreement, or given in connection with it, shall be in writing and
shall be given to the appropriate party, at the address(es) below, by certified mail, postage
prepaid or a reputable overnight delivery service. Notices hereunder will be deemed given
when actually delivered or refused, as reflected in the courier's delivery records. Either
party may change its address(es) below by giving notice of the change in accordance with
this Section.

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
If to Mastech Digital: Mastech Digital Technologies, Inc.
1305 Cherrington Pkwy. Bldg. 210 Ste. 400
Moon Township, PA 15108
Attention: Legal Department

If to Subcontractor: Click here to enter text.


Click here to enter text.
Click here to enter text.
Attention: Click here to enter text.

18. MUTUAL DRAFTING AND GOOD FAITH

This Agreement shall be construed and interpreted as the mutual form of Mastech Digital
and Subcontractor. Mastech Digital and Subcontractor agree to act in good faith towards
one another with respect to all matters covered by this Agreement.

19. ASSIGNMENT

Subcontractor shall not assign this Agreement or any services or work without the prior
written consent of Mastech Digital. This Agreement is binding upon and also inures to the
benefit of the parties and their respective successors and assigns.

20. SEVERABILITY

If any provision of this Agreement is partially or completely unenforceable under applicable


law, then such provision shall be deemed amended to the extent necessary to make it
enforceable, if possible. If not possible, then such provision shall be deemed deleted. If
any provision is so deleted, then the remaining provisions shall remain in full force and
effect.

21. NON-WAIVER

The waiver by either party of a breach or default in any of the provisions of this Agreement
by the other party shall not be construed as a waiver of any succeeding breach of the same
or other provisions; nor shall any delay or omission on the part of either party to exercise or
avail itself of any right, power or privilege that it has, or may have, operate as a waiver of
any breach or default by the other party.

22. ENTIRE AGREEMENT

This Agreement (including all applicable Statements of Work, and the Attachments
hereto) constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements between the parties, whether written or
oral, relating to such subject matter. No modifications, amendments or supplements to this
Agreement (with the exception of the Prime Agreement) shall be effective for any purpose
unless in writing and signed by both parties hereto, and no modifications, amendments or
supplements to any Statement of Work shall be effective for any purpose unless in writing

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
and signed by Subcontractor and Mastech Digital. In the event of any inconsistencies
between this Agreement and a Statement of Work, this Agreement shall govern, unless
otherwise specified in such Statement of Work.

23. GOVERNING LAW AND VENUE

This Agreement and any disputes arising out of or in connection with this Agreement
(whether arising from the Agreement itself or arising from alleged extra-contractual matters
occurring prior to, during or subsequent to the Agreement, including, without limitation,
fraud, misrepresentation, negligence, or any other alleged tort or violation of the
Agreement) shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to conflict of law rules that would direct
application of the laws of another jurisdiction, regardless of the legal theory upon which
such matter is based.

Mastech Digital shall be entitled to seek injunctive relief, as well as monetary damages, for
any violation of the terms of this Agreement by Subcontractor or its Company Workers.
Exclusive jurisdiction and venue shall be proper in any proceeding to enforce rights filed in
any court located within the Commonwealth of Pennsylvania.

No action, regardless of form, arising out of or relating to and Services provided under this
Agreement may be brought by Subcontractor more than one (1) year after the cause of
action arises.

24. WAIVER OF JURY TRIAL

THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING
OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY STATEMENT OF WORK.

IN WITNESS WHEREOF, Subcontractor and Mastech Digital have executed this Agreement
effective as of the Effective Date.

Click here to enter text. Mastech Digital Technologies, Inc.

By: _________________________ By: ______________________________


Signature Signature

Click here to enter text. ________Jenna Ford Lacey________

Printed Name Printed Name

Click here to enter text. General Counsel _______________

Title Title

__________________________ ______________________________

Date Date

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
Attachment A

Statement of Work to Subcontractor Agreement

Pursuant to that certain Subcontractor Agreement (“Agreement”), effective XXXXXXX, by and


between Mastech Digital Technologies, Inc. (“Mastech Digital”) and _________,
(“Subcontractor”), for the purposes of providing Services to____________ , Mastech Digital’s
Client, Subcontractor is providing to Mastech Digital one (1) Company Worker as identified
below.

Start Date: XXXXX

Company Worker Name: XXXXXXX (“Company Worker”)

Rate: $XX /hr

Expenses (if applicable): XX

Client: XXXXXXXXXXXX

End Client: XXXXXXXXXXXXXX

Location: XXXXX, XX

Estimated Duration: XXXXXXXX

Dress: Business Attire

Payment Terms: ____ Net 30 Payment Terms


____ Net 15 with 1% discount

Work authorization type: US Citizen, GC, Visa type and expiration date
FLSA Classification: exempt/non-exempt
Payroll Type-benefited/non benefited, 1099 or C2C

Position Responsibilities:

Client-Specific Policies (Attachments):

The parties have executed this Attachment A with the express intent to be legally bound
hereby.

Mastech Digital Technologies, Inc. (“Subcontractor”)

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
By: _______________________________ By: _______________________
(XXXXXXXXXXXXXXXX) (print or type name)

Attachment B

COMPANY WORKER’S ACKNOWLEDGMENT

I, ____________________________, currently residing at _______________________________,

acknowledge that I have read the following terms and conditions, which are part of a Subcontractor
Agreement (“Agreement”) between Mastech Digital Technologies, Inc. (“Mastech Digital”) and
XXXXXXXXXX. (“Subcontractor”), that I fully understand those provisions, and that I agree to be fully
bound by the provisions of the Agreement (including any amendments thereto) relating to Personnel, as that
term is defined therein.

It is acknowledged that Subcontractor and Company Worker will acquire confidential and proprietary
information (collectively, “Confidential Matter”) concerning Mastech Digital and its Clients and their dealings
and methods with respect to their Clients, Employees and Personnel. Subcontractor and Company Worker
shall not directly or indirectly use or disclose any Confidential Matter except for the sole benefit and with the
consent of Mastech Digital and its Clients. Upon the conclusion of the providing of Services hereunder,
Subcontractor and Company Worker shall promptly return to Mastech Digital all documents and information
(including computer-generated or -stored matters) concerning Mastech Digital, its Clients, and its Personnel,
and all Services hereunder. The obligations of this paragraph shall survive the termination of the providing
of Services hereunder, and Subcontractor has advised Company Worker of his/her obligations hereunder.
While Subcontractor provides Services hereunder and continuing until one (1) year following the last date on
which Subcontractor provides Services hereunder, Subcontractor and Company Worker agree: not to
directly or indirectly solicit business of or from, or seek or accept employment with, Mastech Digital’s Clients
at or for the sites, operations or projects concerning which Subcontractor provides or provided Services
hereunder; and also not to directly or indirectly solicit the employment or retention of any of Mastech
Digital’s Personnel wherever located or of any Personnel or third party providing services to or for the
benefit of Mastech Digital or its Clients at the sites, operations or projects concerning which Subcontractor
provided Services hereunder. Until one (1) year following the last date on which a Company Worker
provides services hereunder, Mastech Digital agrees not to directly or indirectly employ such Company
Worker. Subcontractor agrees that, prior to providing any Services to Mastech Digital’s Clients hereunder
(or in the case where Subcontractor is already providing Services to Mastech Digital’s clients, within ten (10)
days of the date hereof), Subcontractor will cause each Company Worker to execute a copy of the
Acknowledgment (Attachment B). Subcontractor further agrees to provide Mastech Digital with a copy of
the executed Acknowledgment for each Company Worker within three (3) days after its execution.

I make this Acknowledgment in consideration of those matters set forth in the Subcontractor Agreement and
Attachment A, and for other good and valuable consideration, the receipt of which by me is hereby
acknowledged, and with the intent to be legally bound hereby.

Agreed to and acknowledged by the undersigned, this _____ day of ____________________, 2017.

_________________________________

Signature

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com
_________________________________
Printed Name

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MASTECH DIGITAL TECHNOLOGIES, INC. | 1305 Cherrington Parkway | Building 210, Suite 400 | Moon Township, PA 15108
Tel 412.787.2100 | Fax 412.494.9272 | www.mastechdigital.com