ARTICLE 1 | CONFIDENTIALITY, CONDUCT & SERVICES

1.1 CONFIDENTIALITY.

In order for Benchmark Human Capital to perform the consulting services, it may be necessary for the Company to provide Benchmark Human Capital with Confidential Information regarding the Company's business and products. The Company will rely heavily upon Benchmark Human Capital's integrity and prudent judgment to use this information only in the best interests of the Company.

1.2 STANDARD OF CONDUCT.

In rendering consulting services under this Agreement, Benchmark Human Capital shall conform to high professional standards of work and business ethics. Benchmark Human Capital shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Benchmark Human Capital take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.

1.3 OUTSIDE SERVICES.

Benchmark Human Capital shall not use the service of any other person, entity, or organization in the performance of Benchmark Human Capital duties without the prior written consent of an officer of the Company.

ARTICLE 2 | INDEPENDENT CONTRACTOR

2.1 INDEPENDENT CONTRACTOR.

Benchmark Human Capital is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Company. The manner in which Benchmark Human Capital's services are rendered shall be within Benchmark Human Capital's sole control and discretion. Benchmark Human Capital is not authorized to obligate the Company in any manner without the prior express written authorization from an officer of the Company.

ARTICLE 3 | COMPENSATION & Deliverables

3.1 COMPENSATION.

The Company shall pay to Benchmark Human Capital for services rendered to the Company under this Agreement as outlined in section "Your Investment" and according to the fee schedule. The company acknowledges that Benchmark Human Capital accepts referral compensation from partner vendors such as but not limited to PEO (Professional Employer Organization) vendors.

3.2 DELIVERABLES.

Benchmark Human Capital cannot guarantee the delivery of health and benefit quotes or proposals either via PEO or traditional, non-PEO platforms. Furthermore, Benchmark Human Capital cannot in any way guarantee cost reduction on PEO services or health and benefits offerings.

ARTICLE 4 | CONFIDENTIAL INFORMATION

4.1 OBLIGATION OF CONFIDENTIALITY.

In performing consulting services under this Agreement, Benchmark Human Capital may be exposed to and will be required to use certain "Confidential Information" of the Company. Benchmark Human Capital agrees that we will will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.

ARTICLE 5 | GENERAL PROVISIONS

5.1 CONSTRUCTION OF TERMS.

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

5.2 GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Arizona.

5.3 COMPLETE AGREEMENT.

This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

5.4 DISPUTE RESOLUTION.

If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.