Master Service Agreement

This Master Service Agreement (the "Agreement") is entered into between Krahnborn LLC ("Krahnborn"), with its principal place of business at 701 E. Washington Ave. Ste 102, Madison, WI 53703, and you, the client ("Client"), as of the Effective Date of the related Quote, Order, or Statement of Work (collectively, "Statement of Work"). Krahnborn and Client are collectively referred to herein as the "Parties" and individually as "Party".

1. Services

Krahnborn shall perform the consulting and related services for Client as set forth in the Statement(s) of Work signed by the Parties (the "Services"). The Parties may add additional Services, including applicable terms and conditions for such Services, by incorporating Statements of Work signed by both Parties into this Agreement. The terms and conditions of this Agreement shall apply to the to the Statements(s) of Work, unless otherwise provided in a specific Statement of Work.

2. Fees

In consideration of the Services performed by Krahnborn, Client shall pay Krahnborn's fees as specified in the relevant Statement(s) of Work. Unless specified otherwise in the Statement of Work, Krahnborn will invoice Client bi-weekly for consulting services and reimbursable expenses. Client will reimburse Krahnborn for pre-approved expenses directly related to the Services such as travel. Krahnborn will obtain prior written approval before incurring any reimbursable expenses, and Krahnborn will supply receipts for any expenses upon request. If out of town travel is required, Client will reimburse a maximum Per Diem of $60 dollars per day for meal allowances (per person). Mileage will be reimbursed at the IRS standard mileage rate. Invoices presented by Krahnborn shall be due thirty (30) days after receipt of invoice. All late payments shall be subject to an interest charge of 1.5% per month, or the maximum amount allowed by law, if less. Client agrees to reimburse Krahnborn for all reasonable costs (including attorney's fees) incurred by Krahnborn in collecting past due fees owed by Client.

3. Confidentiality and Non-Solicit

Krahnborn and Client agree that any and all information identified by the other as "Confidential" and/or "Proprietary", or which a reasonable party would recognize as Confidential or Proprietary, will not be disclosed to any third person without the express written consent of the other Party. In addition, Client agrees during the term of this Agreement and for a period of one year after termination of this Agreement for any reason, not to solicit for hire or employ any individual who is or was a Krahnborn employee at any time during the Term whose identity is learned of pursuant to this Agreement or the Services provided by Krahnborn.

4. Term and Termination

Unless otherwise provided in any Statement of Work, this Agreement shall commence on the Effective Date and shall continue for an initial term ("Term") of twelve (12) months from the Effective Date. Client may terminate this Agreement, or any Services provided hereunder at any time during the Term, or any renewal thereof, by providing a thirty (30) day prior written notice of termination to Krahnborn. The term of each specific Service may be set forth in the relevant Statement(s) of Work but, in any event, it is understood and agreed that the terms of this Agreement shall at all times govern the provision of Services by Krahnborn. Either Party may terminate this Agreement if the other Party is in material breach or default of its obligation, which breach or default is not cured within thirty (30) days of written notice from the other Party. Upon termination of Krahnborn's engagement, Client shall pay Krahnborn all of Krahnborn's unpaid charged and all approved out-of-pocket expenses accrued through the date of termination.

5. Relationship of Parties

Krahnborn acknowledges and agrees that: (i) Krahnborn's relationship to Client is strictly and solely that of an independent contractor, and that neither Krahnborn nor any of its employees, agents or representatives is or will be construed as an employee of Client or otherwise entitled to any benefits or insurance provided by Client, including any unemployment or disability benefits; and (ii) it is solely responsible for determining the method and means by which it will accomplish the Services and otherwise fulfill its obligations.

6. Limited Warranty

Krahnborn warrants that (i) Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, sound professional procedures and practices, and (ii) the Services will perform in accordance with written specifications provided by Krahnborn to Client in any Statement of Work for a period sixty (60) days from the date of receipt or first use, whichever is first. Otherwise, the Services are provided to Client on an "as is, where is" basis, and Krahnborn does not make any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties or merchantability or fitness for a particular purpose, (b) that the Services will meet Client's requirements, or (c) as to the results that Client may achieve upon completion of the Services.

7. Limitations

In no event will Krahnborn's liability arising out of this Agreement exceed the sum of the fees paid to Krahnborn during the 3-month period preceding the date on which such liability arose. Furthermore, in no event shall either Party have any liability to the other Party for any loss of data, lost profits, costs of procurement or substitute goods or services, or any other special, indirect, punitive, incidental, exemplary or consequential damages (whether direct or indirect) arising out of any of the Services and/or this Agreement, whether based in contract, tort (including negligence) or any other theory of liability, even if the applicable Party has been advised of the possibility of such damages. Furthermore, no cause of action which accrued more than 1 year prior to the filing of a lawsuit alleging any claim hereunder may be asserted against Krahnborn by Client.

8. Entire Agreement

This Agreement, and any attached Statement(s) of Work set forth the entire agreement and understanding between the parties with respect to the subject matter of this Agreement. This Agreement and the Statement(s) of Work merge all previous discussions and negotiations between the parties and supersede and replace any and every other agreement, which may have existed between the Parties with respect to the contents of this Agreement.

9. Governing Law

The rights and obligations of the Parties under this Agreement shall be governed by the laws of the State of Wisconsin, without reference to conflict of law principles. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by arbitration in Madison, Wisconsin under the rules of arbitration of the American Arbitration Association.

10. Counterparts; Severability

This Agreement may be executed in any number of counterparts, any one and all of which shall constitute the Agreement of the Parties and each of which shall be deemed an original. If any provision of this Agreement is held to be unenforceable or invalid for any reason, the remaining provisions will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date of the Statement of Work from which this is referenced and agreed on.