iSportz Service Agreement




This Professional Service Agreement (“Agreement”) governs Client’s acquisition and
use of iSportz services based on the terms as defined herein. If the individual accepting
this Agreement is accepting on behalf of a company or other legal entity, such individual
represents that they have the authority to bind such entity and its affiliates to these
terms and conditions, in which case the term “Client” shall refer to such entity and its
affiliates. If the individual accepting this agreement does NOT have such authority, or
does NOT agree with these terms and conditions, such individual must not accept this
Agreement and may not use the services.

This Agreement was last updated on June 26, 2023. It is effective between Client and
iSportz Inc. as of the date of Client’s acceptance.

In consideration of the mutual covenants and agreements set forth herein, the parties
agree as follows:
1. Services & Statements of Work
a. Client hereby retains iSportz to perform services for Client as specified in the
Statement(s) of Work in the applicable Professional Services Agreement, Work Order,
Change Order or other such Agreement executed between the parties (the “Services”).
Each Statement of Work that is executed between Client and iSportz will be governed
by this Agreement. The Statement of Work will set forth the work product to be
produced by iSportz (“Deliverables”). iSportz understands that prompt performance of
the Services is required by Client in order to meet its schedules and commitments.

b. Client may modify the Statement of Work (or any provision thereof) by a written
change order (“Change Order”) delivered to iSportz. If Client modifies by Change Order
the scope of Services, and iSportz accepts such changes, iSportz will perform such
Services and the charges for such Services, and other terms and conditions of
performance, will be governed by this Agreement and the provisions of such Change

c. iSportz acknowledges and agrees that the Statement of Work is the only
authorization for iSportz to act or provide Services relating to any project. Client will not
be obligated to pay for Services prior to Client having signed a valid and complete
Statement of Work. In the event of any direct conflict in the terms or conditions between
the Statement of Work and this Agreement, the terms of this Agreement will control
unless the specific section of this Agreement is overridden in the Statement of Work. In
such event, the specific term(s) will be overridden for that Statement of Work only and
will not constitute an amendment to the Agreement.

2. Invoicing & Payment
Client agrees to release the payments to iSportz within the time period specified in the
applicable Professional Services Agreement, Work Order, Change Order or other such
Agreement executed between the parties. Invoices will be raised immediately on
successful completion of the work as per agreed milestone(s).

3. Intellectual Property
All rights in and to any information, materials, inventions and discoveries of any kind
developed by iSportz and/or its personnel solely or jointly with Client pursuant to this
Agreement (“Proprietary Information”) will be owned solely and exclusively by iSportz.
Proprietary Information will include any and all patent, trademark, copyright, trade secret
and other proprietary rights of any kind whatsoever, any and all works in any medium
whatsoever that refer to, relate to, incorporate, include, analyze or utilize such
Proprietary Information.

4. Personnel
iSportz will provide qualified personnel to complete the Services specified in the
Statement of Work. Unless otherwise set forth in the Statement of Work, each of the
personnel will devote his full knowledge, skill and time to performing the applicable

5. Confidentiality
a. iSportz acknowledges that it may, in the course of performing its responsibilities
under this Agreement, be exposed to or acquire information which is proprietary to or
confidential to Client or its affiliated companies or their clients or to third parties to whom
Client owes a duty of confidentiality. Any and all non-public information of any form
obtained by iSportz or its employees in the performance of this Agreement including,
without limitation, the Proprietary Information (together the “Confidential Information”)
will be deemed to be confidential and proprietary information. iSportz agrees to hold the
Confidential Information in strict confidence.

b. iSportz and Client additionally mutually agree that iSportz or Client will not publicize,
disclose or allow disclosure of any information about each other, its present or former
directors, officers, employees, agents or clients, it’s or their business and financial
affairs, personnel matters, operating procedures, organization responsibilities,
marketing matters and policies or procedures, with any reporter, author, producer or
similar person or entity, or take any other action seeking to publicize or disclose any
such information in any way likely to result in such information being made available to
the general public in any form, including books, articles or writings of any other kind, as
well as film, videotape, audiotape or any other medium.

c. In the event that iSportz receives a request to disclose all or any part of any
confidential or proprietary information under a subpoena, or inquiry issued by a court of
competent jurisdiction or by a judicial or administrative agency or legislative body or
committee, iSportz agrees to (i) immediately notify Client of the existence, terms and
circumstances surrounding such request, (ii) consult with Client on the advisability of
taking legally available steps to resist or narrow such request and cooperate with Client
on any such steps it considers advisable, and (iii) if disclosure of the Confidential
Information is required or deemed advisable, exercise its best efforts to obtain an order,
stipulation or other reliable assurance acceptable to Client that confidential treatment
will be accorded to such portion of the Confidential Information to be disclosed.

6. Warranties
iSportz represents and warrants that:
a) iSportz has the right to enter into this Agreement and perform its obligations

b) iSportz will comply with all applicable laws and regulations including but not
limited to Information Technology Act and rules/regulations made thereunder,
Export Regulations, Data Protection, Health and Safety, Employee related rules
or Misuse of Computers that may be applicable and which may be set forth in the
statement of work;

c) iSportz and its personnel have all necessary rights, authorizations, or licenses to
provide the Services hereunder and to provide all related materials and services
required under this Agreement or any agreement entered into pursuant hereto;

d) Each of iSportz’ personnel assigned to perform Services under any Statement of
Work will have the proper skill, training and background and will perform in a
competent, workmanlike and professional manner;

e) Each and every Deliverable contemplated by a Statement of Work will be
provided in a manner consistent with good commercial practice, will conform to
the specifications for same as mutually agreed to in writing by Client and iSportz,
will meet the functional, performance and reliability requirements of Client and
will comply with such acceptance test and standards established by Client.

f) Its personnel engaged in the provision of the Services will at all times during the
term of this Agreement
i. Act diligently, ethically, soberly and honestly.
ii. Not take or use any drug unless prescribed by a medical practitioner or
lawfully available without prescription and used in accordance with directions.
iii. Comply with all procedures, rules, regulations, standards of conduct and
lawful directions of Client under this Agreement or in respect of use of its
premises, equipment, business ethics or methodology, or contact with its staff or

g) h. That in connection with or in the performance of the obligations under this
agreement neither iSportz nor any of its directors, officers, employees, agents or
other representatives shall either directly or indirectly make or attempt to make
any payment, offer for payment, or offer or promise to make any payment or take
or attempt to take or agree to take in currency, property or anything else of value
including any commission, payments, share in profits or commission, loans,
services to any Government official, third person, customer or potential customer
or previous customer, firm, entity, individual, organization of Client or any third
Party in seeking or for making a favor in the course of conduct of business, either
in violation of applicable law or in violation of Client’s Business Ethics or Integrity
Policy or any applicable Statute or Regulation of the United States of America.

7. Indemnification
Each party will, except to the extent disclaimed in this Agreement, indemnify and hold
the other party harmless from and against all costs and expenses, including reasonable
attorney’s fees and the reasonable costs of investigation from:

a. Claims for personal injury or property damage to the extent caused by an indemnified
party’s negligence in the performance of its obligations under this Agreement

b. Claims for bodily injury to the extent covered by the indemnifying party’s workers’
compensation insurance

c. A breach of the indemnifying party’s obligations under this Agreement

8. Taxes
Fees and expenses under this Agreement are stated Exclusive of all applicable taxes
including state and local use, service, sales, property and similar taxes (“Taxes”).

9. Term, Termination & Survival
a. Once this Agreement has been executed, Client and iSportz have agreed that either
Client or iSportz can terminate it by giving Sixty (60) days’ written notice of such
termination to the other, unless it is an annual Managed Services contract which can be
cancelled at the end of the term. Also, Client and iSportz have agreed that either Client
or iSportz will have the option to terminate this Agreement immediately if the other
materially breaches any of its provisions. Client will remain liable to pay any unpaid

b. This Agreement is entered into for a period of one year from the date of execution but
gets renewed until and unless it is terminated.

c. Any terms or conditions of this Agreement which by their express terms extend
beyond termination or expiration of this Agreement or which by their nature will so
extend will survive and continue in full force and effect after any termination or
expiration of this Agreement.

10. Assignment
Neither Party may assign its rights and/or obligations under this Agreement without the
other party’s prior written consent, such consent not to be unreasonably withheld;
provided however that Client may assign this Agreement without any consent to any
entity that succeeds to all or substantially all of the business or assets or capital stock of
Client, whether by sale, merger, reorganization, consolidation or otherwise. Subject to
the foregoing, this Agreement inures to the benefit of and is binding upon the permitted
successors and assigns of the Parties.

11. Waiver; Section Headings
a. Either party’s failure to insist on strict performance of any term of this Agreement or
failure to take advantage of any of its rights with respect to this Agreement will not
operate to excuse performance or waive any such right at any future time.

b. The numbered section headings are for reference purposes only and do not have
contractual or binding effect.

12. Notices
Except as otherwise provided in this Agreement, whenever notice, demand or other
communication will or may be given to either party in connection with this Agreement, it
will be in writing and will be sent by certified mail, postage prepaid, return receipt
requested or by overnight express carrier with established tracking capability, such as
FedEx or UPS, and will be sent to the addresses listed at the top of in the applicable
Professional Services Agreement, Work Order, Change Order or other such Agreement
executed between the parties (or to such other address or addresses as may be from
time to time hereinafter designated by the parties).

13. Severability of Terms
If any provision of this Agreement or any Statement of Work is held invalid or
unenforceable by an arbitrator, the remaining provisions of this Agreement or such
Statement of Work will not be affected. In such event, the invalid or unenforceable
provision will be replaced by a mutually acceptable provision that comes closest to the
original intent of the parties or will be modified by the arbitrator to conform to the most
expansive permissible reading under the law consistent with the intention of the parties
expressed in the unenforceable provision.

14. Governing Law
This Agreement will be governed by and interpreted under the laws of Florida without
regard to its conflict of laws principles. The jurisdiction will be Seminole County, Florida.

15. Publicity
iSportz will not publicize the existence of this Agreement or any of the Services
performed hereunder without Client’s express written consent.

16. Force Majeure
a. In no event will either party be liable to the other for any delay or failure to perform
hereunder, which delay or failure to perform is due to causes beyond the control of said
party including, but not limited to, acts of God; acts of the public enemy; acts of
government, or any State, territory or political division of the government; fires; floods;
epidemics; quarantine restrictions; strikes; terrorist actions; and freight embargoes.

b. In every case the delay or failure to perform must be beyond the control and without
the fault or negligence of the party claiming excusable delay, and the party claiming
excusable delay must promptly notify the other party of such delay.

c. Performance times under this Agreement or under any Statement of Work will be
considered extended for a period of time equivalent to the time lost because of any
delay which is excusable under this section; provided, however, that if any such delay
continues for a period of more than sixty (60) days, the party not claiming excusable
delay will have the option of terminating this Agreement or the applicable Statement of
Work, upon notice to the party claiming excusable delay.

17. Dispute Resolution
a. All disputes or controversy arising out of, relating to, or concerning any, construction,
performance or breach of this Agreement, shall be arbitrated in Seminole County,

b. Limited discovery will be permitted in connection with the arbitration upon agreement
of the parties or upon a showing of need by the party-seeking discovery. All aspects of
the arbitration will be confidential. Neither the parties nor the arbitrator may disclose the
existence, content or results of the arbitration, except as necessary to comply with legal
or regulatory requirements.

c. Attorneys’ fees will be borne by the respective parties thereto. The costs of arbitration
will be borne equally by the parties. The foregoing notwithstanding, the parties will be
free to pursue injunctive relief and restraining orders relating to the parties’ proprietary
rights and confidentiality obligations as stated above in the competent
Courts. Judgment on any arbitration award may be entered in any court having proper
jurisdiction. Each party will promptly pay its share of all arbitration fees and costs
(provided that such fees and costs shall be recoverable by the prevailing party as
determined by the arbitrator). If a party fails to pay such share promptly upon demand,
the arbitrator shall, upon written request by the other party, enter a final and binding
decision against the nonpaying party for the full amount of such share, together with an
award of attorney’s fees and costs incurred by the other party in obtaining such
decision, which decision may be entered in any court of competent jurisdiction.

18. Non-Solicitation
Client and its affiliates or its employees/contractors/subcontractors will not, during the
term of this Agreement and for a period of two (2) years thereafter directly or indirectly,
solicit, recruit, employ or hire the employees of iSportz without written consent.

19. Interpretation
The Parties acknowledge and agree that they have mutually negotiated the terms and
conditions of this Agreement and that any provision contained herein with respect to
which an issue of interpretation or construction arises shall not be construed to the
detriment of the drafter on the basis that such party or its professional advisor was the

20. Counterparts:
This Agreement may be executed in several counterparts. Each of the counterparts
shall be deemed an original. All of the executed counterparts together shall be deemed
one and the same instrument.

21. Rights to Injunctive Relief:

The parties acknowledge that remedies at law may be inadequate hence, that the

nonbreaching party shall therefore be entitled to seek injunctive relief in the event of any
such material breach with reference to confidentiality, non-solicitation.

22. Good faith:
Under this agreement, the actions of the parties shall be deemed as action in good faith
(bona fide) unless there is evidence to the contrary.

23. Consent:
The contracting parties of this agreement give their consent which is not only free but
also legal and voluntary in nature, for the purposes of entering in to this contract.

24. No Representations:
There are no agreements, restrictions, promises, warranties, covenants or undertakings
express or implied, relating to the subject matter of this Agreement other than those
expressly set forth herein.

25. Entire Agreement
This Agreement is incorporated by reference as part of the Professional Services
Agreement, Work Order, Change Order or other such Agreement executed by the
parties and together they constitute the final, entire and exclusive agreement among the
parties with respect to its subject matter. No modification or waiver of the provisions of
this Agreement will be valid unless it is in writing and signed by authorized
representatives of the parties. Email communications between the parties will not
constitute a valid waiver or modification to this Agreement.