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Sector Logics

SERVICE AGREEMENT

THIS SERVICE AGREEMENT ("Agreement") is made by and between Sector Logics, Inc. a Colorado corporation ("Sector Logics"), and the undersigned customer ("Customer").

Sector Logics is generally engaged in the business of recovering electronic data from damaged computer equipment. Recovery is not always possible and as such cannot be guaranteed. Customer desires to recover its electronic data if possible from Customer's computer equipment to be delivered to Sector Logics pursuant to this Agreement. In consideration of the foregoing and the mutual promises and undertakings stated below, Customer and Sector Logics agree as follows:

1. SERVICES. Sector Logics will inspect and use reasonable efforts to recover from the computer equipment delivered by Customer (the "Equipment") such data as Customer may request to be recovered. Such services, together with such other services that Customer may request and that Sector Logics may agree to perform, are referred to in this Agreement as the "Work".

2. ESTIMATES, CHARGES, BILLING AND PAYMENT. Sector Logics will charge Customer the hourly rate or fixed fee mutually agreed to in communications between the parties. Sector Logics may suspend the Work until the hourly rate or other basis of the charges has been agreed to. If an estimate of charges is provided, the estimate will not be exceeded by more than ten percent (10%) without Customer's prior approval. Customer also agrees to reimburse Sector Logics for actual, reasonable out-of-pocket expenses incurred in performing the Work, such as but not limited to shipping charges. Customer will pay to Sector Logics all charges invoiced in accordance with the terms stated on each invoice, plus any sales and use taxes now or hereafter imposed by law as may appear on such invoice. Sector Logics may require Customer to prepay the amounts due under this Agreement before commencement of the Work.

3. NONPAYMENT AND LATE PAYMENT. Any payment not received within (30) days from the invoice date will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower, plus reasonable collection costs. Sector Logics may discontinue performance under this Agreement in the event any payment is not received within thirty (30) days from the date on which it is due. As may also be provided by applicable law, Customer grants to Sector Logics a lien upon the Equipment commencing upon delivery of the Equipment to Sector Logics and not extinguished until Sector Logics has been paid in full for the Work. Sector Logics may by notice to Customer declare as abandoned any Equipment for which the Work has remained unpaid for ninety (90) days or more (or for such lesser period as may be allowed by applicable law).

4. CHANGES TO THE WORK; UNKNOWN CONDITIONS. If Customer requests any changes in or additions to the Work, Sector Logics will comply, if and to the extent feasible, with such requests. Sector Logics has the right to adjust its estimates and charges, and may require prepayment of additional charges, if such changes or additions may cause additional time or expense to Sector Logics. In addition, if Sector Logics encounters any concealed or unknown condition in the Equipment that will increase the cost or amount of time required for the Work, the charges and schedule of performance will be equitably adjusted by the parties.

5. DISCLAIMERS AND LIMITATIONS OF LIABILITY.
a. Privacy of Data. In delivering the Equipment to Sector Logics, Customer understands and agrees that Sector Logics and its employees and/or subcontractors will have access to the data contained on the Equipment during performance of the Work. Sector Logics will not use such data for any purpose unrelated to performance of the Work and will not disclose such data to any third party unless required to by applicable law, such as but not limited to federal and state laws governing the dissemination of child pornography or other contraband. Customer hereby releases and forever discharges Sector Logics from any liability to Customer for actions mandated by applicable law.

b. Risk of Damage. Customer acknowledges and agrees that the nature of the Work may cause additional damage to the Equipment and the possible permanent loss of data. Customer assumes and accepts this risk in full and agrees that Sector Logics will not be responsible for any damage to the Equipment or data caused in whole or in part by commercially reasonable performance of the Work.

c. Warranties. Sector Logics warrants that it will perform the Work in a manner consistent with reasonably applicable industry standards. Sector Logics cannot and does not guarantee that any data will be recovered from the Equipment. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SECTOR LOGICS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY EXPRESS AND IMPLED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

d. Limitation of Liability. Sector Logics' entire liability for any damages which may arise hereunder, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including Sector Logics' negligence, or otherwise, will be limited to money damages in an amount equal to the lesser of [a] actual direct damages, or [b] the total charges actually paid by Customer to Sector Logics for the Work. IN NO EVENT WILL SECTOR LOGICS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY CUSTOMER'S FAILURE TO PERFORM ANY OF ITS RESPONSIBILITIES, OR FOR ANY LOSS OF BUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, DATA, INFORMATION, USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SECTOR LOGICS EXODUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

e. Indemnification. Customer is and will remain solely responsible for any third party claims in connection with the Equipment and the data or software contained on the Equipment. Customer agrees to indemnify, defend and hold Sector Logics, its directors, officers, employees, subcontractors, agents and affiliates harmless from and against any and all liabilities, damages and losses (including reasonable attorney's fees) resulting from third party claims against Sector Logics with respect to the Equipment and any of its components or contents.

5. MISCELLANEOUS PROVISIONS.
a. Failure or Delay of Performance. Except for Customer's obligation to pay for the Work, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of equipment, or failure of the Internet, provided that the delayed party: [a] gives the other party timely notice of such cause, and [b] uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

b. Non-Solicitation. For a period beginning on the making of this Agreement and continuing for one (1) year after completion of the Work, Customer agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by or contracting with Sector Logics. Customer acknowledges that breach of this provision will adversely affect Sector Logics and its business and that as a consequence of such breach Customer will pay liquidated damages to Sector Logics in a sum equal to one hundred percent (100%) of the solicited employees' annual compensation as offered by Customer to such employee.

c. Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Colorado (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.

d. Jurisdiction, Venue and Costs of Litigation. Customer agrees that no matter where Customer is located or domiciled, this Agreement is made and performed in the State of Colorado. ANY LITIGATION FILED IN CONNECTION WITH THIS AGREEMENT MUST BE FILED EXCLUSIVELY IN A COURT LOCATED IN THE COUNTY IN WHICH SECTOR LOGICS MAINTAINS ITS PRINCIPLE OFFICE IN THE STATE OF COLORADO. CUSTOMER SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT VENUE IS PROPER THEREIN. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH LITIGATION ARISING FROM THIS AGREEMENT OR ANY BREACH THEREOF. In any litigation filed by either party in connection with this Agreement, the Court will award the prevailing party its costs and reasonable attorney's fees in addition to such other relief to which it may be entitled under applicable law.

e. Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with a reputable overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address (or fax number, if any) of the receiving party indicated at the end of this Agreement, or at such other address as may hereafter be furnished in writing by either party to the other. Such notice will be deemed to have been given as of the date it is delivered, which in the case of mailed notices will be the earlier of the date on which the item is claimed and signed for or the fourth business day from the date of mailing.

f. Manifestation of Assent. Customer's assent to this Agreement is indicated by either of the following: [a] its signature below; OR [b] its authorization, given after reasonable opportunity to review this Agreement, for Sector Logics to commence the Work. The assent of Sector Logics is indicated by its signature below or its commencement of the Work authorized by Customer. Notwithstanding the foregoing, Sector Logics may require Customer to sign this Agreement before commencement of the Work. Wherever this Agreement calls for the further agreement, consent, assent or approval of either party, such may be manifested or proven by any commercially reasonable form of documentation including but not limited to electronic mail.

g. Relationship of Parties. Sector Logics and Customer are separate and independent businesses, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Sector Logics and Customer. Neither Sector Logics nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

h. Modifications; Waiver; Severability. All modifications to this Agreement will be in writing and signed by a duly authorized representative of each party. If either party hereto waives or modifies any term or condition of this Agreement, such action will not void, waive or change any other term or condition, nor will the waiver by one party of any default hereunder by the other constitute the present or future waiver of any other default hereunder. If any part of this Agreement, for any reason, declared to be invalid, it will be deemed omitted, and the remainder of this Agreement will continue in effect as if the Agreement had been entered into without the invalid provision.

i. Entire Agreement; Counterparts. This Agreement, including any documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to its subject matter, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties further agree that a signed facsimile of this Agreement will be deemed an original.

Sector Logics Data Recovery serves Denver, Boulder, and the entire Colorado Front Range.