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MASTER SERVICES AGREEMENT FOR CONSULTING SERVICES THIS CONTRACT is executed March I1.2016, by and between M'CAI F(x)DS. INC. (hereinafter referred to as "CLIENT") and CONDOR EARTI I TFCI INOLOGIES. INC. (hereinafter referred to as "CONDOR"). For and in consideration of tie mutual promises and agreement, contained herein, the parties agree as follows: 1, SERVICES PROVIDED/DUTIES AND LIMITATIONS a) CONDOR shall perform or cause to be performed those services as set forth in approved Work Order(s) and incorporated herein by reference. b) Independent Consultant Status - Fxcept as may otherwise be toted herein. CONDOR shall serve as an independent consultant w CLIENT and shall have control over and be responsible for the means and methods for providing services under this Agreement. It is specifically understood that, irrespective of any assignability provisions. CONDOR may retain subcontractors to perform services usually performed by subcontractors and, should CONDOR determine it approprtute or necessary to rely on a subcontractor where it is not customary to do so, CONDOR shall obtain prior written approval or subsequent written confirmation from CLIENT. c1 Mainrenauce of Professional Standards and Ethics - CLIENT recognizes that CONDOR's services in all cases must be rendered in accordance with prevailing professional standards and ethics, as well as certain laws or regulations that apply specifically to CONDOR. d) Standard of Care - Services performed by CONDOR under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently, practicing in the sante locality under similar conditions. No other representation, express or implied. and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document or otherwise. ci Retorts -If directed by CLIENT in writing, CONDOR shall provide CLIENT with monthly progress reports summarizing the work performed under this Agreement. Such reports shall be in writing and furnished to CLIENT by the tenth day of each month. CONOOK shall also provide CLIENT with such other report.: concerning CONDOR'S wurk progress as CLIENT, in its reasonable discretion, may deem necessary. f) Conscauentral Damages - CLIENT shall not he liable to CONDOR and CONDOR shall not be liable to CLIENT for any consequential damages incurred by either due to the fault of the otter, regardless of the nature of this fault, or whether it was comirmned by the CLIENT or CONDOR. their employees, agents or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit. g) Limitation of Liability - CLIENT agrees to limit CONDOR's liability to CLIFNT and all third parties and construction contractors arising from CONDOR's professional acts, errors or omissions, such that the total aggregate liability of CONDOR to all those named shall not exceed $10,000 or CONDOR'S total fee for the services rendered under a Work Order. whichever is greater. (If CLIENT wishes to discuss higher limits and the charges involved. he should speak with CONDOR.) CLIENT further agrees to limit CONDOR's liability to the same amount for contractors and his subcontractors retained by CLIENT and require an identical limitation of CONDOR's liability for damages suffered by the contractor or the subcontractors ansing from CONDOIt's professional acts, errors or omissions. Neither the contractor nor any of his subcontractors assumes any liability for damages to others which may arise on account of CONDOR's professional acts, errors or omissions, except as otherwise stipulated herein. h) Notification of Hvardous Materials - When hazardols materials are known, assumed or suspected to exist at a site, CONDOR is required to take appropriate precautions to protect the health and safety of its personnel, to comply with applicable laws and regulations, and to follow procedures that CONDOR deens prudent to minimize physical risks to employees and the public. CLIENT hereby warrants that, of he knows or has any reason to assume or suspect that hazardous materials may exist at the project site, he has so informed CONDOR. CLIENT also warrants that he has done his best to inform CONDOR of such known or suspected hazardous materials' type quantity and location. 2. COMPENSATION AND EXPENSES a) EM - CLIENT shall pay compensation for CONDOR's services and shall pay for CONDOR's reasonable costs incurred in performing the services required by this Agreement as set forth in approved Work Orders. CLIENT agrees that CONDOR's current fee schedule will be the basis for all time -and -materials charges CLIFNT agrees that CONDOR may revise the fee schedule annually. CLIENT will be notified in writing of fee schedule changes. b) Tnnely Payment - CLIENT recognizes that time is of the essence with respect to payment of CONDOR's invoices and that timely payment is a material part of the consideration of this Agreement. If CLIENT objects to all or any portion of any invoice, CLIENT will so notify CONDOR in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay when due that portion of the invoice not in dispute. CLIENT shall pay CONDOR for services performed in L.S. funds drawn upon U.S. banks and in accordance with the rates and charges set forth in the approved Work Order and this Agreement. Invoices will be submitted by CONDOR from time to time, but no more frequently than even, two (2) weeks, and shall be due and payable within thirty (30) calendar days of invoice date. CLIENT shall pay an additional charge of one -and -rine -half percent (1.5%) (or the maximum percentage allowed by law. whichever is lower) of the invoiced amount per month for any payment received by CONDOR more than thirt} (30) calendar days from the date of the invoice. Payment thereafter shall first he applied to accreted interest and then to the principal unpaid amount. Payment of invoices is in no case subject to unilateral discounting or set -oils by CLIENT. A i Page I of 6 *tkqt� CONDOR