SUBCONTRACTOR STAFFING AGREEMENT

This Subcontractor Staffing Agreement (“Agreement”) is effective on the date written on the
Signature Page as “Effective Date” by and between the Independent Contractor named in the
Signature Page (“Independent Contractor”) and Akorbi Workforce Solutions, LLC, a Texas Limited
Liability Company (“Akorbi”) (Independent Contractor and Akorbi, collectively, “parties”).

WHEREAS, Akorbi is in the business of providing consultation and expertise to various

businesses (each individually, a “Client”), including, but not limited to, providing staffing and
related services (“Services”).

WHEREAS, in connection with the Services, Akorbi at times provides the services of its
Independent Contractors and Assigned Workers to such Clients, and it is for this purpose that
Akorbi and Independent Contractor desire to enter into this Agreement.

WHEREAS, Akorbi and Independent Contractor desire to enter into an independent

contractor relationship pursuant to which Independent Contractor shall perform certain services for
Akorbi, which Services are ultimately for the benefit of Akorbi’s Client.

In consideration of the mutual covenants contained in this Agreement and other good and
valuable consideration the receipt and sufficiency of which each party acknowledges, and intending
to be legally bound hereby, the parties agree as follows:

Agreement

1. Services; Independent Contractor Status.

1.1 Independent Contractor will furnish Akorbi temporary workers meeting the requirements
specified by Akorbi (“Assigned Workers”), and will provide related services further defined in the
Statement of Work (“SOW”). Such services, along with any services provided to Akorbi shall
constitute the Services. The Assigned Workers may be placed within the workforce of Akorbi’s
Clients. Additional Statements of Work may be signed and agreed by the parties. No Statement of
Work is valid unless signed by an authorized representative of Akorbi and Independent Contractor.

1.2 Independent Contractor shall ensure that itself and all Assigned Workers perform to the best
of their ability and experience all the duties and obligations expressly or implicitly required of
Independent Contractor and Assigned Worker by Akorbi. Independent Contractor and the Assigned
Workers will (i) control the manner and means by which the work product will be accomplished;
(ii) utilize Independent Contractor’s own instrumentalities and tools; (iii) provide services at
Independent Contractor’s location or at the location directed by Akorbi’s Client, as necessary; and
(iv) complete the services within the time frame required by Akorbi’s Client.

1.3 Independent Contractor is responsible for ensuring that Assigned Workers comply with all
the requirements under this Agreement.

1.4 The SOW when accepted, serves as the written confirmation of the job or assignment to
which the Assigned Worker is assigned. By signing the SOW: (i) Independent Contractor agrees
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that the SOW is subject to and governed by the terms and conditions in this Agreement, and, by
accepting the SOW, Independent Contractor is bound to the SOW and the terms and conditions of
this Agreement; and (ii) Independent Contractor represents that the person(s) accepting the SOW is
authorized to accept the terms and conditions in this Agreement on behalf of Independent
Contractor and thereby to be bound.

1.5 Notwithstanding the terms of any SOW, the Client may lengthen or shorten the duration of
any assignment at any time.

1.6 Prior to the commencement of the performance of any assignment by an Assigned Worker,
Independent Contractor will provide Akorbi with all requested information with respect to each
Assigned Worker.

1.7 If Akorbi or the Client determines that any Assigned Worker should no longer provide the
Services, Independent Contractor will promptly remove the Assigned Worker from assignment.

2. Compensation; Assigned Worker Hours; Certain Deductions.

2.1 Independent Contractor shall be paid at the rate specified in the Statement of Work, which
compensation will be set from time to time by Akorbi and Independent Contractor; provided,
however, that the terms of this Agreement shall control over any inconsistent or additional terms set
forth in the Statement of Work.

2.2 All hours worked by an Assigned Worker must be approved by Akorbi and Client for whom
Assigned Worker provides Services. Said fee shall be paid to Independent Contractor only after
receipt by Akorbi of an invoice from Independent Contractor along with a time sheet approved by
Client.

2.3 Payment of social security taxes, Medicare taxes, and other taxes required by law shall be
the responsibility of Independent Contractor.

3. Payment Terms.

3.1 Akorbi will pay Independent Contractor in accordance to the Statement of Work. Payment
to Independent Contractor will be made by electronic remittance or will be posted with the United
States Postal Service for delivery by first class mail within that time frame.

3.2 Payment will only be made for actual time worked that is: (i) no more than 180 days after
the time is worked; and (ii) approved by the authorized Akorbi representative. Similarly, in order to
be paid, all debit-credit memos and miscellaneous invoices must be provided to Akorbi no more
than 180 days after the time is worked or expense incurred. In no event will Akorbi be obligated to
pay for false, inaccurate or otherwise misrepresented time reported.

4. Work Assignment. Assigned Workers may, at the sole discretion of Akorbi, be assigned to
client engagements based upon client need and Assigned Worker or proposed Assigned Worker’s
skill set. Independent Contractor acknowledges that Akorbi may in its sole discretion exercise its
rights to terminate a Statement of Work pertaining to an Assigned worker who declines to provide
Services as needed by Akorbi.

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 5. Inability to Contract for Akorbi or Client. Independent Contractor shall make no contracts or
commitments for or on behalf of Akorbi.

6. Gratuities. Neither Independent Contractor nor an Assigned Worker may solicit or accept
any gratuities, compensation, or item of value from a Client, person or entity with which Akorbi has
a relationship without Akorbi’s prior written consent.

7. Work Product. Independent Contractor acknowledges and agrees that all inventions,
discoveries, ideas, improvements, products, devices, programs and designs which Independent
Contractor or Assigned Worker invents, develops, creates, or conceives, either alone or with others,
directly or indirectly, (i) during the term of this Agreement; (ii) while Independent Contractor or
Assigned Worker is providing Services for or on behalf of Akorbi; (iii) that relate to the present or
anticipated business of Akorbi or a Client; (iv) that result from any Services performed by
Independent Contractor or Assigned Worker for or on behalf of Akorbi or a Client; or (v) that were
developed, designed or invented using Akorbi or Client’s equipment, supplies, facilities, time or
Confidential Information (“Work Product”) constitute works made for hire and are the sole property
of Akorbi, or when applicable a Client, and not that of the Independent Contractor or Assigned
Worker. Independent Contractor shall within a reasonable time not to exceed 10 days disclose to
Akorbi all Work Product created in connection with this Agreement.

8. Records. Independent Contractor will keep full and detailed accounting records,
correspondence, instructions, memoranda, receipts, specifications, vouchers and similar data
relating to the Services. The accounting records will be prepared and maintained on the basis of
U.S. generally accepted accounting principles, consistently applied. All such records will be
available to Akorbi or to Akorbi's authorized representative, for inspection upon Akorbi’s request,
within a reasonable period of time after such a request, at a reasonable location, and during normal
business hours for a period of 5 years after the completion of the Services. Each party will bear its
own costs and expenses in connection such inspection; provided, however, that if Akorbi’s audit
shows an error in its favor amounting to an overpayment in excess of 5% of the actual amounts
owed by Akorbi to Independent Contractor hereunder during the immediately preceding 4 calendar
quarters, then Independent Contractor will also bear the reasonable costs and expenses of Akorbi in
connection with such inspection.

9. Service Level. If required, a Service Level Agreement will be attached to the Statement of
Work.

10. Compliance with Law. Independent Contractor will comply with and have sole
responsibility for compliance with, all applicable federal, state and local laws and regulations
(including, but not limited to, those concerning wages, benefits, liability/insurance, fair employment
practices, privacy, import and export control, customs, the environment or transportation) and any
and all other provisions of the employer/employee relationship as to any Assigned Worker,
including, but not limited to, where applicable, provision of compensation and benefits, and health
or disability benefits, if any, to which an Assigned Worker may be entitled. Upon Akorbi's request,
Independent Contractor will provide Akorbi with documentation demonstrating Independent
Contractor's compliance with such governmental laws or requirements. After reasonable notice and
under reasonable conditions, Akorbi will have the right to inspect and copy any records of
Independent Contractor regarding such compliance.
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 11. Compliance with Policies. Independent Contractor will maintain strict work discipline and
will ensure that each Assigned Worker complies with Akorbi and Client’s policies, procedures, and
programs relevant to such Assigned Worker’s provision of Services, including without limitation
the guidelines set forth on or attached to the Statement of Work. Akorbi reserves the right to
immediately remove any Assigned Worker from Client premises at any time for any reason. In the
event of any accident or other occurrence resulting in personal injury or illness when an Assigned
Worker or other agent of Independent Contractor is on Client property, Independent Contractor will
immediately notify Akorbi in writing. Upon Akorbi’s request, Independent Contractor will
promptly provide Akorbi with documentation fully describing the accident and injury or illness and
the actions implemented to prevent similar occurrences.

12. Confidential Information. All information, data, and materials that Independent Contractor
receives from Akorbi and Client in connection with providing Services will be “Confidential
Information” and is the property of the disclosing party. Independent Contractor agrees to hold the
Confidential Information and Work Product in strict confidence and shall not, or allow anyone else
to, disclose, copy, publish, sell or license any Confidential Information or Work Product to any third
party or use the Confidential Information or Work Product in any manner to which the owner of the
Confidential Information has not previously consented in writing, either before, during, or after
termination of this Agreement or Independent Contractor’s provision of services for or on behalf of
Akorbi. For purposes of this Agreement, Confidential Information does not include any
information which at the time of disclosure was generally available to and known by the public.

13. Proprietary Rights. Independent Contractor recognizes the exclusive ownership and
proprietary rights of Akorbi, or when applicable of Client, in the Confidential Information and
Work Product. Independent Contractor shall have no proprietary interests or rights in such
Confidential Information or Work Product. Independent Contractor agrees, from time to time at the
request of Akorbi or Client, to do all things necessary to establish and document the ownership by
Akorbi, or when applicable of Client, of the Confidential Information and Work Product and to
protect it against infringement by third parties. Independent Contractor shall take no action
inconsistent with the ownership of all Work Product by Akorbi or, when applicable, a Client.

14. Right to Terminate. Notwithstanding anything herein to the contrary, Akorbi may terminate
this Agreement at any time, with or without cause. Independent Contractor may terminate this
Agreement, with or without cause, on ten (10) working days’ written notice to Akorbi. On
termination of this agreement, Akorbi shall have no further obligation to Independent Contractor.

15. Return Upon Termination. Upon termination of this Agreement, Independent Contractor
and Assigned Worker shall immediately stop using in any manner the Confidential Information and
Work Product and shall return all copies of the Confidential Information and/or Work Product to
Akorbi or, when applicable, Client per applicable procedures. Furthermore, upon such termination,
Independent Contractor and Assigned Worker shall return to Akorbi or Client all supplies,
inventory, equipment or other materials owned by Akorbi or, when applicable, to Client that may be
in Independent Contractor or Assigned Worker’s custody or control. Akorbi may deduct from
monies owed to Independent Contractor the value of property not returned upon termination of this
Agreement.

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 16. Systems Access. Independent Contractor and Assigned Worker may be given access to
various computer systems and may be given passwords, user identifications, or other authenticating
information (“passwords”) to carry out Independent Contractor’s responsibilities in connection with
this Agreement. Independent Contractor will not disclose Independent Contractor’s password(s) to
anyone except in accordance with Akorbi or, when applicable, Client policy. Independent
Contractor acknowledges that personal use of systems is not the purpose of providing Independent
Contractor systems access. All systems accessed are to be used solely for legitimate Akorbi or,
when applicable, Client business purposes only, and all items created or accessed will be treated as
Akorbi or, when applicable, Client property for purposes of monitoring, access, review, and
disclosure by Akorbi or Client. Independent Contractor will adhere to all software licensing
agreements or other agreements applicable to systems to Akorbi or, when applicable, Client policies
regarding systems usage. Independent Contractor’s authorization to access Akorbi or, when
applicable, Client systems shall expire when this Agreement is terminated or when Independent
Contractor is no longer employed with Akorbi or, when applicable, Client, whichever is earlier.

17. Background Investigation. Independent Contractor represents and warrants that no

Assigned Worker has ever been convicted of a felony or any crime involving moral turpitude.
Independent Contractor acknowledges that Akorbi may perform background security investigations
on Assigned Workers and proposed Assigned Workers, including without limitation education,
employment, credit, and criminal record checks, and drug testing, and Independent Contractor shall
assist Akorbi to obtain all legally required consents to same. Without limiting Akorbi absolute right
to termination set forth in paragraph 15 (subject to applicable law), Independent Contractor
acknowledges that an Assigned Worker will, in Akorbi’ sole discretion, be terminated in the event
the background security investigation or drug testing on Independent Contractor reveals adverse
results.

18. Other Agreements. Independent Contractor represents and warrants that Independent
Contractor and Assigned Worker’s association with Akorbi or Client will not require Independent
Contractor or Assigned Worker to violate any agreement Independent Contractor or Assigned
Worker has with any other employer or other business. Independent Contractor represents and
warrants that neither Independent Contractor nor Assigned Worker will engage in any activities in
violation of any agreement that Independent Contractor or Assigned Worker has, each individually,
with any other employer or business. Without limiting the foregoing, Independent Contractor and
Assigned Worker will not use or disclose to Akorbi or Client any confidential information of any
other person or entity. Independent Contractor represents and warrants that neither Independent
Contractor nor Assigned Worker is a party to any agreement, and neither Independent Contractor
nor Assigned Worker owes a duty to anyone, which would limit or affect its ability to perform any
duties to Akorbi or Client.

19. Acknowledgment of Services. Independent Contractor acknowledges that the Services to

be rendered to Akorbi are of a special and unusual character which have a unique value to Akorbi
and that the loss of such services cannot be adequately compensated for by damages in an action at
law. In view of the unique value to Akorbi of the services of Independent Contractor for which
Akorbi has contracted hereunder, and because of the confidential information to be obtained by or
disclosed to Independent Contractor, and as a material inducement to Akorbi to enter into this
Agreement, and to pay to Independent Contractor the compensation set forth herein, Independent
Contractor covenants and agrees as follows:

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 19.1 Noncompetition. Independent Contractor agrees that during the term of this Agreement
and for a period of one year thereafter, Independent Contractor shall not, directly or indirectly,
individually or through or on behalf of or in conjunction with any other person, partnership or
corporation, own, operate, offer services to, be employed by or have an interest as a disclosed or
beneficial owner, director, officer, Independent Contractor, or agent or in any other capacity, with
any Client of Akorbi for which Independent Contractor has performed services or conducted
business on behalf of Akorbi.

19.2 Nondiversion. Independent Contractor agrees that Independent Contractor shall not
during contract period and for one year thereafter, directly or indirectly, (i) solicit, divert, take away
or attempt to solicit, divert or take away from Akorbi any business or patronage of any Client; (ii)
solicit, induce, hire or attempt to solicit, induce or hire or have any part in the diversion of
employees, independent contractors, consultants or suppliers of Akorbi from their relationships with
Akorbi; or (iii) solicit, induce, hire or attempt to solicit, induce or hire or have any part in the
diversion of employees, independent contractors, consultants or suppliers of any Client.

19.3 Agreed Remedy. Independent Contractor covenants and agrees that if Independent
Contractor shall violate any of Independent Contractor’s covenants and agreements under this
section, Akorbi shall be entitled to an accounting and repayment of all profits, compensation,
commissions, remunerations, or benefits which Independent Contractor has realized and/or may
realize, directly or indirectly, as a result of, growing out of, or in connection with, any such
violation. Such remedies shall be in addition to and not in limitation of injunctive relief or other
rights or remedies to which Akorbi is or may be entitled at law or in equity under this Agreement.

19.4 Injunctive Relief. Independent Contractor agrees that the remedy at law for any breach
of any provision of this Agreement shall be inadequate and that, in addition to any other remedies it
may have, Akorbi shall be entitled, without the necessity of proving actual damages, to temporary
and permanent injunctive relief.

19.5 Unenforceability. Akorbi and Independent Contractor hereby agree that in the event the
covenant contained in this Section should be held by any court or other constituted legal authority to
be void or otherwise unenforceable in any particular geographical area, then the parties hereto shall
consider this Agreement to be amended and modified so as to eliminate therefrom that particular
geographical area as to which such restrictive covenant is held to be void or otherwise
unenforceable and, as to all other areas covered by this Agreement, the terms and provisions hereof
shall remain in full force and effect as originally written. Akorbi and Independent Contractor further
agree that in the event the covenant contained in this section should be held by any court or other
constituted legal authority to be effective in any particular geographical area only if said covenant is
modified to limit its duration or scope, then the parties hereto shall consider such restrictive
covenant to be amended and modified with respect to that particular area so as to comply with the
order of any such court or other constituted legal authority, and, as to all other areas, the said
covenant shall remain in full force and effect as if originally written.

20. Independent Contractor Representations and Warranties.

20.1 Independent Contractor represents and warrants:

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 (a) That there exists no actual or potential conflict of interest concerning the Services to be
performed under this Agreement. Independent Contractor represents that Independent Contractor's
performance under this Agreement (including without limitation the performance of Services by
Assigned Worker) does not require the breach of any agreement or obligation to keep in confidence
the proprietary information of another party. Neither Independent Contractor nor any employee or
agent of Independent Contractor will bring to Akorbi or a Client or use in the performance of
Independent Contractor's duties under this Agreement any materials or documents of another party
considered confidential or proprietary unless Independent Contractor has obtained written
authorization from such party, and the informed consent of Akorbi and Client, for the possession
and use of such materials;

(b) That it will fully comply with any and all applicable federal, state and local laws, codes,
government regulations, wage orders and executive orders, including without limitation those
pertaining to immigration, foreign nationals working in the U.S., import or export controls, or labor
and employment. For the avoidance of doubt, Independent Contractor further warrants that any
credit or background checks provided or facilitated by Independent Contractor will be in full
compliance with applicable privacy and consumer laws. Independent Contractor acknowledges and
agrees that all Independent Contractor employees subject to the terms of this Agreement have been
screened against the U.S. Government prohibited parties lists (including the Department of
Commerce's Denied Persons List, the Department of State's Debarred Parties List, and the
Department of Treasury's Specially Designated Nationals List). Independent Contractor also agrees
to comply with all applicable anti-bribery laws, including the US Foreign Corrupt Practices Act,
and agrees that neither Independent Contractor nor any Assigned Worker has, and will, in
connection with the transactions contemplated by this Agreement, or in connection with any other
business transactions involving Akorbi or Client, pay, offer, promise, or authorize the payment or
transfer of anything of value, directly or indirectly, to any government official or employee
(including employees of government-owned or -controlled companies or public international
organizations) or to any political party, party official, or candidate for public office. Akorbi will
have reasonable access to Independent Contractor's books and records related to the transactions
contemplated by this Agreement and the right to audit them on a periodic basis. Independent
Contractor represents and warrants that it will provide regular anti-corruption training and
appropriate diligence and background checks on any Assigned Workers who may be interacting
with government officials on Akorbi or Client’s behalf;

(c) That the Services will be of highest professional quality and performed consistent with
generally accepted industry standards.

(d) That it will use its best efforts to ensure that each Assigned Worker completes his or her
assignment with the Client and does not depart from an assignment before the end date of the
assignment as stated in the SOW.

20.2 If the Services provided hereunder do not meet the warranties or criteria specified
herein or otherwise applicable, Akorbi or Client may, at its option, (i) require Independent
Contractor to correct at no cost to Akorbi and Client any defective or nonconforming Services, or
(ii) correct the defective or nonconforming Services itself and charge Independent Contractor with
the cost of such correction. The foregoing remedies are in addition to all other remedies at law or in
equity or under this Agreement and will not be deemed to be exclusive. Independent Contractor will
promptly repair or replace at its own expense all damages, scars or disfigurements to any materials
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or property that is part of, or contained in, Akorbi or Client’s premises that are the result of the
methods or materials used or employed by Independent Contractor, any Assigned Worker, or any
other agent of Independent Contractor.

21. Delegation and Subcontracting.

21.1 Independent Contractor will not delegate its duties or subcontract any work performed
under the terms of this Agreement without prior written authorization from Akorbi. Independent
Contractor will remain liable for all subcontracted obligations and for any acts or omissions of its
delegates or subcontractors.

21.2 Independent Contractor will require its delegates or subcontractors to agree, in writing,
to the terms and conditions of this Agreement.

21.3 Notwithstanding any delegation or subcontract, Independent Contractor will remain

obligated to Akorbi in the performance of Services under this Agreement, and will remain bound by
the terms and conditions of this Agreement.

22. Sole Employer Status of Independent Contractor. Independent Contractor acknowledges

and agrees that any Independent Contractor personnel providing the Services (including each
Assigned Worker) is and will remain employees of Independent Contractor exclusively, with no
expectation or entitlement to compensation, stock, or any other benefit of employment with Akorbi
or Client. Nothing in this Agreement will be interpreted or construed as creating or establishing the
relationship of employer or employee between Akorbi and Independent Contractor or between
Akorbi and any employee or agent of Independent Contractor (including any Assigned Worker).
Independent Contractor will be solely liable for the conduct of each Assigned Worker and his or her
compliance with the relevant provisions of this Agreement. If a worker provided by Independent
Contractor to perform the Services is determined by a final, non-appealable state or federal agency
or court decision to be Akorbi or Client’s employee, that worker will be reclassified as an employee
on the effective date of the agency/court determination and will receive no benefits from Akorbi or
Client, except those mandated by state or federal law, even if by the terms of Akorbi or Client
benefit plans or programs in effect at the time of such reclassification, that worker would otherwise
be eligible for such benefits.

Independent Contractor agrees to advise all of its personnel performing the Services of all of the
foregoing.

23. Indemnification.

23.1 Independent Contractor indemnifies and agrees to defend and hold harmless Akorbi,
Client, its officers, directors, employees and agents, from and against any claims, demands, loss,
damage, or expense (i) related to bodily injury, death of any person, or damage to property resulting
from the negligent or willful acts or omissions of Independent Contractor or Assigned Worker, (ii)
resulting from any claim that Independent Contractor is not an independent contractor, (iii) incurred
by Akorbi or Client based on any claim that any deliverable or other materials delivered under this
Agreement or use thereof by Akorbi infringes any copyright, trade secret, or other proprietary right
of any third party; provided that the deliverable or other material was not based upon or did not rely
upon a third party product provided by Akorbi or Client to Independent Contractor (iv) due and

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owed to the Internal Revenue Service by Independent Contractor including, but not limited to,
social security, income tax, or other tax, (v) arising out of or relating to the services performed by
Independent Contractor hereunder or any breach of the covenants made by Independent Contractor
herein. Akorbi agrees to give Independent Contractor prompt notice of any such claim, demand, or
action and shall, to the extent Akorbi is not adversely affected, cooperate fully with Independent
Contractor in defense and settlement of said claim, demand, or action.

23.2 Independent Contractor’s obligations to Akorbi set forth in the previous paragraph will
survive the expiration or termination of this Agreement.

24. Insurance. At all times during the term of this Agreement, and at the sole cost and
expense of Independent Contractor, Independent Contractor shall maintain, with companies
approved by Client and legally authorized to provide the applicable insurance in the state(s) the
premises are located, the insurance coverages described in subsection 24.1 below with the
specifications and requirements set forth in subsection 24.2 below. Such insurance is referred to as
the “Required Insurance”.

24.1 Required Insurance Coverage.

(a) Commercial General Liability Insurance with limits of not less than $1,000,000 per
occurrence for bodily injury, personal injury and property damage. General liability risks and key
exposures to be covered shall include, but not be limited to, the premises and Independent
Contractor operations in connection with the premises, products and completed operations, blanket
contractual, and personal injury. “Premises” for purposes of this section 2.6 shall include any
premises used in connection with the performance of services under this Agreement.

(b) Comprehensive Automobile Liability Insurance coverage with limits of not less than
$1,000,000 combined single limit coverage against bodily injury liability and property damage
liability arising out of the use of any owned, non-owed or hired motor vehicles by on behalf of
Independent Contractor, its agents, employees and other persons under Independent Contractor’s
control in connection with this Agreement.

(c) Excess Umbrella Liability Coverage in an amount not less than $5,000,000. Such
insurance shall be in excess of all liability coverage required in paragraphs (i) and (ii) above; and

(d) Workers Compensation Insurance in full compliance with all applicable state and federal
laws and regulations and which covers all employees of Independent Contractor. Coverage shall
include Employer’s Liability insurance in an amount not less than $1,000,000 per accident,
$1,000,000 per illness per employee and $1,000,000 per illness aggregate.

(e) Fidelity Surety Bonds or an insurance policy which include employee dishonesty coverage,
in an amount not less than $500,000 for all employees of Independent Contractor who provide
Services to Client, if the Services provided under this Agreement include the handing of any funds
or accounts of Client. This bond or policy may be a blanket policy covering all employees of
Independent Contractor.

(f) An “All Risk” property insurance policy on a replacement value basis covering
Independent Contractor personal property, contents and equipment at the Premises. Such policy
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shall contain the appropriate clauses pursuant to which the insurance company or companies waive
the right of subrogation against Client and all of its shareholders, directors, officers, employees,
representatives and agents.

(g) Professional Liability insurance covering acts, errors or omissions arising out of Services
performed under this agreement in an amount no less than $1 million per occurrence and $1 million
per aggregate. A “Claims Made” policy not renewed or replaced shall have an extended reporting
period or “tail” of two (2) years.

(h) If applicable, Network/Cyber-Liability/E-Commerce insurance covering acts, errors or

omissions arising out of Services performed under this agreement in an amount no less than $5
million per occurrence and $5 million per aggregate. A “Claims Made” policy not renewed or
replaced shall have an extended reporting period or “tail” of two (2) years.

24.2 The following specifications and requirements shall be conditions for all insurance
identified in subsection 2.6.1 above:

(a) The insurance coverage required in paragraphs 24.1 (a), (b), (c), to the extent applicable
shall: (A) be on an occurrence form; (B) name Client and all of its shareholders, directors, officers,
employees, representatives and agents as Additional Insureds; (C) be primary and non-contributing
to any insurance carried by the Client; (D) shall have waivers of subrogation by the insurers.

(b) Intentionally Left Blank.

(c) Independent Contractor shall be responsible for its own deductibles and self-insurance
retentions, and such cost shall not be the responsibility or liability of Client.

(d) Not less than five (5) days prior to the commencement of Services under this Agreement,
Independent Contractor shall furnish, or cause to be furnished, certificates of insurance, in form and
substance satisfactory to Client, evidencing all of the above described coverages. Independent
Contractor shall also furnish renewal certificates at least fifteen (15) days prior to each renewal
period and upon reasonable request of Client. Further, Independent Contractor shall instruct all of
its insurance companies providing the coverage specified in subsection 24.1 above to provide Client
with thirty (30) days written notice prior to any cancellation, in whole or in part, non-renewal, or
any material change in the terms of any such policy. Receipt of each Certificate of Insurance or
other documentation of insurance or copies of policies by Client or by any of its representatives
which indicate less coverage than required will not constitute a waiver of Independent Contractor’s
obligations to fulfill the insurance requirements in Section 24. From time to time and upon fifteen
(15) days prior written notice, Client shall have the right to review the original of each policy.

(e) Independent Contractor shall be solely responsible for obtaining and paying for any
additional insurance or any increase of limits of liability not described above which Independent
Contractor requires for its own protection or on account of its statutory obligations.

(f) Nothing contained in Section 24 as it relates to Independent Contractor shall be construed

in any way to limit the extent of Independent Contractor’s responsibility, liability or payment of
damages under other provisions in this Agreement.

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 (g) Independent Contractor shall give Client written notice in case of damage or accident at
the premises as soon as possible, but in no event more than 48 hours after Independent Contractor is
aware of such event.

24.3 Independent Contractor shall not do or suffer or permit anything to be done on its behalf
in or about the premises that would:

(a) Cause insurance companies of good standing to refuse to insure the premises in reasonable
amounts satisfactory to Client;

(b) Result in the cancellation of any policy of insurance or the assertion of any defense by the
insurer to any claim under any policy of insurance maintained by or for the benefit of Client and/or
the premises;

(c) Increase the cost of insuring the premises over and above normal premium increases; or

(d) Violate any insurance requirement of which Independent Contractor has been given notice.

25. No Assignment, Binding Nature. This Agreement and any benefits Independent Contractor
is entitled to receive hereunder may not be assigned by Independent Contractor without the prior
written consent of Akorbi. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective legal representatives, successors and
permitted assigns.

26. Notices. Any notices to be given hereunder by either party to the other party may be
effected in writing, either by personal delivery or by mail, registered or certified, postage prepaid
with return receipt requested, or by fax, with confirmation of delivery, or by e-mail. Notices to
Akorbi shall be made at 6504 International Parkway, Suite 1500, Plano, Texas 75093, USA. Notices
to Independent Contractor by mail or by fax shall be made to the address and/or fax number in
Akorbi’ records. Each party may change its address by written notice to the other party.

27. Legal Construction. Should any provision of this Agreement not be enforceable or legal in
any jurisdiction, such provision shall be fully severable, and the remainder of the Agreement shall
not be affected thereby.

28. No Waiver. The waiver by Akorbi of a breach of any provision of this Agreement by
Independent Contractor shall not operate or be construed as a waiver of any subsequent breach by
Independent Contractor.

29. Modification. No amendment hereof shall be effective unless contained in a written

instrument signed by the parties hereto. This Agreement supersedes any and all other agreements,
either oral or written, between the parties hereto with respect to Independent Contractor’s
relationship with Akorbi, and contains all the covenants and agreements between the parties with
respect to such relationship in any manner whatsoever.

30. Third Party Beneficiary. No individual, corporation or entity other than the parties to this
Agreement shall have any rights, interests or claims hereunder or be entitled to any benefits under
or on account of this Agreement, as a third party beneficiary or otherwise.
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Subcontractor Staffing Agreement
 31. Costs of Enforcement. Akorbi shall have the right to recover from Independent Contractor
all costs of enforcing this Agreement, including reasonable attorney fees.

32. Governing Law. This Agreement shall be enforceable in accordance with and governed in
all respects by the laws of the State of Texas. The Parties agree that any proceeding to enforce or
interpret this Agreement may be brought in Collin County, Texas. Independent Contractor consents
to the exercise by any court in the State of Texas of personal jurisdiction over Independent
Contractor, and Independent Contractor waives the right to object thereto. Independent Contractor
agrees to pay all costs of enforcing or interpreting this Agreement, including reasonable attorney
fees.
***

AKORBI INDEPENDENT CONTRACTOR:

DS Technologies Inc
_________________________________

___________________________________ ___________________________________
Signature Signature
___________________________________ Divya Vangala
__________________________________
By: Printed Name By: Printed Name
___________________________________ __________________________________
Title Title: President

Page 12 of 12
Subcontractor Staffing Agreement
 STATEMENT OF WORK
Statement of Work No. 1
Subcontractor Staffing Agreement

This Statement of Work is signed in connection with the Subcontractor Staffing Agreement between
Akorbi Workforce Solutions, LLC (“Akorbi”) and ___________________ (“Independent
Contractor”), dated October __, 2017 (the “Agreement”) and is subject in all respects to the terms of
the Agreement. All terms specifically defined in the Agreement shall have the same meaning when
used in this Statement of Work. The terms of this Statement of Work are as follows:

Independent Contractor: [name of subcontractor]

Client: BCBS

Description of Duties of Independent Contractor: Independent Contractor shall respond to

Akorbi requests for temporary staff submitted to Independent Contractor. Upon submitting a
response for staff (a Proposed Assigned Worker”), Independent Contractor shall furnish the
following information regarding the Proposed Assigned Worker:
 Legal Name
 Current residence address
 Availability Dates
 Most recent updated copy of Resume

Payment: Akorbi will pay Independent Contractor within 45 business days of its receipt of a
correct invoice from Independent Contractor.

Assigned Worker Information

Assigned Worker: [insert name of assigned worker]

Start Date:

End Date: __________________ unless sooner terminated per Independent Contractor

Agreement.

Fee: Fees will be paid at a rate of $_____ per hour worked by Assigned Worker, for all hours
worked and approved by Akorbi and Client Company. Discussion of compensation or billing
rate information with BlueCross BlueSheld (HCSC) employees or other contractors will be
ground for immediate dismissal.

Additional Terms: (1) Independent Contractor shall comply with all applicable labor and
employment laws and regulations with respect to Assigned Worker, including pay, wage, holiday,
vacation, non-discrimination, and any all other applicable laws. Subcontractor shall indemnify
Akorbi for any violations of applicable laws that cause a loss to Akorbi; (2) Independent Contractor
and Akorbi Workforce Solutions, LLC, agree that this SOW does not modify the terms of the
Subcontractor Staffing Agreement between Independent Contractor and Akorbi Workforce
Solutions, LLC. Notwithstanding anything in this SOW to the contrary, the terms of such
Subcontractor Staffing Agreement shall control over any terms herein that are inconsistent or
Page 1 of 2
Statement of Work to Subcontractor Staffing Agreement
additional to the terms set forth in such Subcontractor Staffing Agreement. Notwithstanding
anything herein to the contrary, the terms of the Subcontractor Staffing Agreement may be
terminated by Akorbi Workforce Solutions, LLC, at any time, for any reason, with or without cause;
(3) Independent Contractor, its employees and subcontractors shall comply with the Client Code of
Business Ethics and Conduct (“Code”). The Code can be found on Client’s website at
http://bcbsil.com/code/index.htm. Client may request the immediate removal of any Independent
Contractor, employees or subcontractor who perform in a manner that is unlawful or inconsistent
with this Code.

Any modifications to this Statement of Work must be in writing.

AKORBI INDEPENDENT CONTRACTOR:

__________________________________

___________________________________
Signature
___________________________________
By: Printed Name
___________________________________
Title
___________________________________
___________________________________
Signature
___________________________________
By: Printed Name
___________________________________
Title
___________________________________

Page 2 of 2
Statement of Work to Subcontractor Staffing Agreement