1. The Simplicity Corp reserves the right to charge for time spent dealing with vendors or meeting with the CLIENT when the CLIENT requests The Simplicity Corp to be their representative IT consultant.

2. The Simplicity Corp charges for out-of-pocket expenses incurred to The Simplicity Corp in carrying out support. This includes but is not limited to international and long-distance phone calls and taxi fares if staff is required on-site for an emergency call, courier fares, import duties, etc.

3. The Simplicity Corp will charge 10% mark-up for expenses incurred and goods or services purchased on behalf of the CLIENT from a supplier specified by the CLIENT or purchased on an Ad hoc basis to cover our handling and administrative expenses. Notwithstanding the 10% mark-up hereinbefore, it is not applicable to the purchases where the CLIENT requests a quotation for merchandise from The Simplicity Corp and where payment is made in advance by the CLIENT to The Simplicity Corp for any such purchase. Such purchases will be subject to the normal mark-up that The Simplicity Corp applies to products purchased through its normal vendors and suppliers and may be more or less than 10%.

4. CONFIDENTIALITY UNDERTAKING – The Simplicity Corp will cause its technician, engineer, and any other person who provides service under this Agreement (hereinafter “The Simplicity Corp Staff”), to hold all information relating to the CLIENT and its customers as confidential. The Simplicity Corp will not, and will cause The Simplicity Corp Staff not to, disclose such information to any other party nor use it for any purposes other than the provision of services under this Agreement, except as required by law, regulation, regulatory authority or legal process.

5. WORK PRODUCTS – All products resulting from services provided by The Simplicity Corp and The Simplicity Corp Staff under this Agreement shall belong to sole ownership of the CLIENT. The Simplicity Corp will not, and will cause The Simplicity Corp Staff not to, claim any proprietary or other interests in such products.

6. EXTENT OF SERVICE – The Simplicity Corp service and support is limited to the physical hardware of the Servers, network devices, and the computers as well as the operating systems, standard office applications belonging to the CLIENT. It does not include support, maintenance, or development of any accounting systems, databases or websites, or computers privately owned by the CLIENT’s staff. The hardware backups and Business Applications backups will be the responsibility of the client and managed by the Information System Manager’s internal procedures.

7. COMPATIBILITY OF SOFTWARE – The Simplicity Corp is not able to guarantee or support any computer software that is installed by the CLIENT without The Simplicity Corp consultation or where the software installed or to be installed has not been developed to run on the operating system of the computer. For example, a Chinese program is installed on an English language operating system.

8. INTEGRITY OF DATA – The Simplicity Corp will take utmost care to ensure that VALUABLE CLIENT DATA is not deleted or corrupted as a result of any system maintenance activity. This includes ensuring that there is a CURRENT BACKUP of VALUABLE CLIENT DATA residing on any workstation or server before performing maintenance that may risk the integrity of such data. A CURRENT BACKUP is a backup that is no more than 4 business hours old unless otherwise specified by the CLIENT. Standard operations, including the use of administration tools, are not considered to risk the integrity of data and therefore do not require a CURRENT BACKUP before being performed. In the absence of clear instructions from the CLIENT, The Simplicity Corp will assume that VALUABLE CLIENT DATA is limited to email, configurations, My Documents folder, and data files which can reasonably be recognized as valuable data. The Simplicity Corp maximum liability for the loss of any VALUABLE CLIENT DATA will be equal to no more than the value of this support contract. This limitation shall not apply to the extent such loss is due to negligence or acts or omissions by The Simplicity Corp. The Simplicity Corp will not be responsible for the loss of any CLIENT DATA that is not identified as valuable by the client or does not meet the definition of VALUABLE CLIENT DATA contained herein. In the case where The Simplicity Corp is requested to perform work that may risk the integrity of CLIENT DATA and a CURRENT BACKUP is not available, the CLIENT may be asked to sign a waiver.

9. SOFTWARE LICENSING – The Simplicity Corp cannot install any software that does not have a valid license. Please ensure that any media provided to The Simplicity Corp for installation is supported with a valid license.

10. NON SOLICITATION – Services are provided on the understanding that the CLIENT agrees for a period of 12 months after the completion of any services provided, the CLIENT will not without the permission of The Simplicity Corp directly or indirectly, recruit, hire, engage or attempt to recruit, hire or engage, discuss employment with, or otherwise utilize the services in any capacity of any person who shall have been an employee, agent of or consultant to The Simplicity Corp at any time during the term of this Agreement; or induce any such person to terminate his or her relationship with The Simplicity Corp or any related company or introduce such person to any potential employer.

11. FORCE MAJEURE – Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

12. PUBLICITY - Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display the other party’s name, logos, and trademarks, solely to refer to the other party as a customer or supplier, on websites, press releases, and other marketing materials.