Tech Ranch warrants that the Services will be provided in a good and workmanlike manner. TECH RANCH MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IN NO EVENT SHALL TECH RANCH BE LIABLE ON ANY THEORY OF LIABILITY FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF CHARGES PAID BY CLIENT IN THE ONE (1) MONTH PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL TECH RANCH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

This Agreement, including any separately executed Statements of Work, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. The







parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation. This Agreement is concluded for a definite period, terminates by fulfillment of the obligations of the Parties. None of the Parties have the right to terminate/cancel this Agreement. Tech Ranch is an independent contractor and nothing in this Agreement shall be deemed to make Tech Ranch an agent, employee, partner or joint venturer of Client. This Agreement shall be governed and interpreted by the laws of the state of Texas without regard to the conflicts of law provisions of any state or jurisdiction. Any action arising out of this Agreement shall be brought in the state or federal courts located in Austin, Texas. Any signed copy of this Agreement made by reliable means (e.g., photocopy, pdf, or facsimile) shall be considered an original. Tech Ranch may include Client's trade name and logo on publicly displayed customer lists (including Tech Ranch Internet Web Site). For a period of one (I) year from the expiration of this Agreement, Client agrees not to hire, solicit, nor attempt to solicit, the service of any employee or subcontractor of Tech Ranch without Tech Ranch prior written consent.

Client further agree not to hire, solicit, nor attempt to solicit, the services of any former employee or subcontractor of Tech Ranch for a period of six (6) months from such former employee's or subcontractor's last date of service or six (6) months from the expiration of this Agreement, whichever is earlier.
EXHIBIT A-1

Tech Ranch and Client agree as follows:

I. General Overview

Coaching Program for US Market Entry with 6 month commitment

2. Services Fees

All payments must be made in U.S. Dollars.
Service fee is equal to USD 2,000 U.S Dollars per month. The aforementioned amount does not include the VAT which shall be paid by the Client. In addition to the Service fee together with the VAT written hereunder, the Client is not obliged to pay any additional fee, or cost, or any other reimbursement to the Tech Ranch. Tech Rach hereby represents that the Service fee covers all of its fees and costs arising from providing the Services.
Fees are to be paid at the beginning of each month for the month that the services are delivered.
Any late payment shall be subject to any costs of collection (including reasonable legal fees) and shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less.

DISCLAIMER
This agreement will in no event create or imply any obligations with respect to work activities or Services that are not specified in this agreement. Any additional Services or assistance requested by Client or its subsidiaries must be contracted for separately or amended accordingly and billed at current prevailing rates at the time of occurrence.