1. Attachment to Proposal.

This document supplements the terms of the Digital Campaign Proposal to which it is attached (the “Proposal”). The Proposal supplemented by this Exhibit A is hereinafter referred to as the “Agreement”. Except as otherwise specified herein, terms defined in the Proposal shall have the same meaning when used in this Exhibit A.

2. Client's Responsibilities.

A. The client identified in the Proposal (the “Client”) shall provide full information regarding the requirements and budget for the Project specified in the Proposal (the “Project”) and Catalyst Group shall be entitled to rely on the accuracy and completeness thereof.

B. The Client shall be solely responsible for the accuracy of any materials provided by Catalyst Group for the Client’s review. The Client shall indemnify and hold harmless Catalyst Group for any claims or liability (including attorneys’ fees incurred) arising out of the use of materials provided to the Client for its review and for research and other materials furnished by the Client for use by Catalyst Group.

3. Standard of Performance.

Catalyst Group will perform services under the Agreement in accordance with reasonable performance standards in their industry. No guarantees or warranties are included or intended in the Agreement. This standard of performance is in lieu of all other warranties and representations, either express or implied.

4. Ownership of Materials.

A. Materials. All materials prepared on Client’s behalf in accordance with the terms of the Agreement (hereinafter the “Materials”) shall upon payment of all amounts due to Catalyst Group under the Agreement become the sole and exclusive property of Client, to the extent that Catalyst Group owns and has the right to convey such right, title or interest, and subject to any third-party ownership and/or use limitations disclosed to Client.

B. Catalyst Group Content Materials shall not include any pre-existing or independently developed materials created or developed by Catalyst Group in the general conduct of its business, including, without limitation, proprietary research tools, all databases of information and specialized database applications (“Catalyst Group Content”), used by Catalyst Group in connection with its services. Catalyst Group retains all rights, titles and interests in and to all of the Catalyst Group Content.

5. Confidentiality.

Each party hereto agrees not to disclose, copy or use for any purpose other than their performance under the Agreement, and to treat as confidential and as proprietary, all nonpublic information which relates to the other party's business, technology, research and development, customers, business affairs, pricing or the other terms of the Agreement (collectively the "Confidential Information"). The parties each further agree to protect the Confidential Information with the same degree of care they each exercise to protect their own confidential information, but in no event shall they each exercise less than reasonable care, and to prev agreement, including but not limited to lost profits. Nothing contained in the Agreement shall create a contractual relationship with, or a cause of action in favor of, any other person.

6. Fees and Expenses.

Client will be billed for services on the time schedule specified in the Proposal. Payment for Services provided are due Fifteen (15) days from the invoice date. Past due invoices shall accrue interest at the rate of One percent (1%) per month from the invoice date until paid. Monthly payment plans are available. Monthly payments are installment payments. By signing this proposal, the client agrees to pay the full amount in the Proposal. Credit card payments incur a 2.9% +$0.30 transaction fee.

7. Out of Scope Requests.

Catalyst Group’s scope is defined in this Proposal and includes the delivery of professional services and strategy sessions. Additional scope in the form of services or increased strategy sessions will be delivered only after acceptance of a new proposal.

8. Limitation of Liability.

To the fullest extent permitted by law, the total liability of Catalyst Group arising under the Agreement or otherwise with regard to the Project under any and all theories of liability, shall be limited to the total fee paid to Catalyst Group. Limitations on liability provided in the Agreement shall apply to all theories of liability, including breach of contract or warranty, tort including negligence, strict or statutory liability, or any other cause of action. No director, officer, member, employee, representative or agent of Catalyst Group shall have any individual liability to Client. Each party waives consequential damages for claims, disputes or other matters in question arising out of relating to the Agreement, including but not limited to lost profits. Nothing contained in the Agreement shall create a contractual relationship with, or a cause of action in favor of, any other person.

9. Insurance.

Client agrees to maintain insurance coverage in commercially reasonable amounts covering normal commercial risks in the Client’s business. Client hereby releases Catalyst Group from any liability for any loss or damage notwithstanding that such loss, damage or liability may arise out of an action of omission of Catalyst Group, if such loss or damage is covered by insurance benefiting Client or was required to be covered by insurance that Client is obligated to maintain pursuant to the Agreement.

10. Litigation/Jurisdiction/Waiver of Jury Trial.

A. Any claims or disputes arising out of or related to the Agreement shall be determined exclusively by the State and Federal courts located in DuPage County, Illinois.

B. This Agreement shall be governed by the laws of Illinois applicable to contracts made in such jurisdiction and without application of any conflict of laws rules. C. Both parties specifically waive their right to a jury trial to resolve any and all claims against the other arising out of or connected in any way to the Project or the Agreement.

11. Limitation on Period to Bring Claim.

Any and all claims and/or causes of action between the parties arising out of or relating to the Agreement shall be brought by either party within two (2) years of substantial completion of the Project or termination of this Agreement whichever is earlier.

12. Non-Solicitation.

Catalyst Group and Client agree that during the term of the Agreement and for a twelve (12)-month period thereafter, they will not, without the written consent of the other party, solicit (directly or indirectly), hire, employ or engage as an independent contractor or consultant, any employee of the other party hereto.

13. Entire Understanding.

The Agreement (including this Exhibit A) contains the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior and contemporaneous understandings relating to such subject matter. No amendment, modification or waiver of the Agreement or any part of the Agreement may be effected except by a written instrument which has been duly executed on behalf of the party against whom the enforcement of such amendment, modification or waiver is sought. If any provision or portion of the Agreement is determined to be unenforceable by a court of competent jurisdiction, then the rest of the Agreement shall remain in full effect, provided that its general purposes remain reasonably capable of being effected