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LTD, based in __________________ (CLIENT), and _________________., located at 1000 Brickell Ave. Suite 410, Miami, Fl 33131 (CONSULTANT STAFFING FIRM). WHEREAS, CLIENT is manufacturer and/or bottler of soft drinks, juice, flavoring extracts, syrups and other beverages; and from time to time subcontracts some of the work of its information technology program management department to outside firms; and WHEREAS, CONSULTANT STAFFING FIRM is in the business of providing personnel to provide IT professional services; and WHEREAS, CLIENT desires to contract with CONSULTANT STAFFING FIRM for provision of IT services through staffing of certain projects, and CONSULTANT STAFFING FIRM is desirous of performing said agreement with CLIENT; WHEREAS, CONSULTANT STAFFING FIRM will supply CLIENT with qualified personnel to perform information technology services for CLIENT, and the corresponding title/position, hourly rate and time period as set forth in Schedule A; NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. TERM - CONSULTANT STAFFING FIRM will provide information technology services to CLIENT, through employees or independent contractors of CONSULTANT STAFFING FIRM (each an Assigned Contractor and collectively the Assigned Contractors) in accordance with the terms and conditions of the Agreement for the period of time set forth for each Assigned Contractor in Schedule A, which is intended to be an integral part of this Agreement. The Term of this Agreement shall commence upon the Effective Date of this Agreement (as defined herein) and shall conclude once the Agreement is terminated for cause or convenience pursuant to Article 10, or all Assigned Contractors obligations have expired and the Services been rendered as in accordance with Schedule A. For each Assigned Contractor, Schedule A must be completed prior to that Assigned Contractors Start Date. This Agreement may be renewed for a period of one year at the discretion of CONSULTANT STAFFING FIRM, provided that the parties agree to a new rate and amend Schedule A accordingly to reflect the new applicable hourly rates for Assigned Contractors. 2. RATES AND EXPENSES - CLIENT shall pay CONSULTANT STAFFING FIRM monthly for work performed by Assigned Contractors, at the invoiced rate in accordance with Schedule A for each hour of service performed by an Assigned Contractor. CLIENT shall reimburse Assigned Contractors for travel and other expenses incurred on assignments approved by CLIENT and in accordance with established CLIENT travel policies and procedures. CONSULTANT STAFFING FIRM shall pay each Assigned Contractor his/her compensation due and continue to provide any applicable benefits to which each Assigned Contractor is entitled according to the terms and conditions of his or her employment with CONSULTANT STAFFING FIRM, including, but not limited to, all insurance coverage provided by CONSULTANT STAFFING FIRM or as required by law. CLIENT shall have no obligation whatsoever to pay compensation of any kind directly to the Assigned Contractor, other than reimbursement for travel and other expenses as provided above. INVOICES - CONSULTANT STAFFING FIRM shall present invoices for payments to CLIENT on a monthly basis for services that have been rendered by the Assigned Contractors for the prior month. The invoices shall state: (a) the number of hours worked by each Assigned Contractor during the previous month period and type of work performed, (b) total compensation due CONSULTANT STAFFING FIRM, and (c) shall attach a copy of the relevant signed time sheets and a copy of CLIENTs written authorizations regarding overtime work, if any. CLIENTs signature or other agreed method of approval of the work time submitted for Assigned Contractors certifies that the documented hours are correct and authorizes CONSULTANT STAFFING FIRM to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion.


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Professional Services Master Agreement


PAYMENT - CLIENT agrees to pay all invoices upon receipt, and must make payment no later than thirty 30 days after CONSULTANT STAFFING FIRM has provided services to CLIENT In the event CLIENT fails to make payment when due as set forth herein, CLIENT expressly agrees those balances which are 60 days or greater from the date on which the invoice was issued shall be subject to interest at the maximum rate permitted by law (but in no event less than 5% on the outstanding balance), in addition to late fees and expenses, including reasonable attorneys fees, incurred by CONSULTANT STAFFING FIRM in collecting any amounts due and payable under this Agreement. RESPONSIBILITIES OF THE PARTIES CONSULTANT STAFFING FIRM shall: (a) Recruit, screen, interview, and assign personnel (i.e., the Assigned Contractors) to perform the work described on Schedule A under CLIENTs supervision at the locations specified on Schedule A or as designated by CLIENT (b) Pay Assigned Contractors wages and provide them with the benefits that CONSULTANT STAFFING FIRM offers to them or as required by law; (c) Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers compensation benefits; and handle unemployment and workers compensation claims involving Assigned Contractors; (d) If applicable, require Assigned Contractors to sign agreements acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and (e) Require Assigned Contractors to sign agreements acknowledging their work product shall be work-for-hire and property of CLIENT, and at the request of CLIENT, provide its best efforts to ensure Assigned Contractors execute an assignment of such works for hire to CLIENT (f) Require Assigned Contractors to sign confidentiality agreements before they begin their assignments with CLIENT


CLIENT shall: (a) Properly supervise each Assigned Contractors performing its work and be responsible for its business operations, products, services, and intellectual property; (b) Properly supervise, control, and safeguard its premises, processes, or systems, and not permit Assigned Contractors to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without CONSULTANT STAFFING FIRMs prior written approval or as strictly required by the job description; (g) Provide Assigned Contractors with a safe work site and provide appropriate information, training, and safety equipment; (h) Exclude Assigned Contractors from CLIENTs benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Contractors compensation or benefits. 6. CONTRACTORS RESPONSIBILITIES - CONSULTANT STAFFING FIRM agrees that all Assigned Contractors shall perform his/her services diligently and to use his/her best efforts to meet the business needs and requirements of CLIENT, to promote the image and goodwill of CLIENT, to promote and increase CLIENTs good reputation within the industry in order that CLIENT may perceive the greatest benefit possible from the rendering of the Services. Responsibilities of the Assigned Contractors will include tasks such as data analysis, design, programming, and other tasks as requested by the CLIENT and as more specifically set forth in Schedule A. PROFESSIONAL CONDUCT - During the Term of this Agreement, CONSULTANT STAFFING FIRM (including all Assigned Contractors) will act in a professional manner that reflects generally accepted industry standards of conduct and ethical business practices.


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Professional Services Master Agreement


RESTRICTIVE COVENANTS - In consideration the unique character and nature of the services to be rendered by CONSULTANT STAFFING FIRM and the Assigned Contractors, the parties agree that neither party, nor the Assigned Contractors, shall, directly or indirectly, during the term of this Agreement and for a period of twelve (12) months thereafter (whether term ends due to termination for cause, termination for convenience, or otherwise): (a) solicit or enter into any agreement or contractual arrangement for the employ of any employee, consultant, or contractor of the other party without the express written consent of the other party. Both parties agree to provide to the other its consent and release for such employment in good faith. Subject to the express consent of CONSULTANT STAFFING FIRM, in the event CLIENT offers employment to any Assigned Contractor during the 12-month period following termination or expiration of this Agreement (whether term ends due to termination for cause, termination, for convenience, or otherwise), such offer shall be subject to and conditioned upon payment by CLIENT to CONSULTANT STAFFING FIRM in the form of a sliding recruiting or finders fee to CONSULTANT STAFFING FIRM as set forth in Schedule B attached hereto. In the event CLIENT employs, hires or enters into any arrangement or contractual agreement directly with an Assigned Contractor without CONSULTANT STAFFING FIRMs prior express written consent during the term of this Agreement or during the 12 months after termination of this Agreement, CLIENT agrees that damages to CONSULTANT STAFFING FIRM may be difficult or impossible to ascertain; and agrees to pay CONSULTANT STAFFING FIRM liquidated damages in an amount equal to fifty percent (50%) of the equivalent of the annual salary of the Assigned Contractor while in CONSULTANT STAFFING FIRMS employ.


CONFIDENTIAL INFORMATION - Both parties may receive information that is proprietary to or confidential to the other, and agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENTs confidential information will be imputed to CONSULTANT STAFFING FIRM as a result of Assigned Contractors access to such information. CONSULTANT STAFFING FIRM

10. TERMINATION - This Agreement may be terminated for convenience by either party upon thirty (30) days written notice to the other party, or for cause by either party without notice in the event CONSULTANT STAFFING FIRM, a Assigned Contractor or CLIENT acts in violation of this Agreement. Either party may, at its option, request in writing a written final report satisfactory to the other party covering all the work accomplished under this Agreement from the effective date to the date of termination. CLIENT, without terminating the Agreement, may require CONSULTANT STAFFING FIRM to: (a) remove an Assigned Contractor from a project immediately upon notice by CLIENT, if such Assigned Contractor fails to act in accordance with the terms and conditions of this Agreement, and (b) to replace such Assigned Contractor with a different Assigned Contractor. 11. INDEPENDENT CONTRACTORS CERTIFICATION Unless expressly noted in Schedule A, and evidenced by a written employment agreement between an Assigned Contractor and CLIENT, under no circumstance is it intended that CONSULTANT STAFFING FIRM or an Assigned Contractor should be considered an agent, servant, or employee of CLIENT No Assigned Contractor of the Contractor has been, is, or shall be an employee of CLIENT by virtue of this Agreement, and the CONSULTANT STAFFING FIRM shall so inform each Assigned Contractor retained pursuant to this Agreement. Neither CONSULTANT STAFFING FIRM nor any Assigned Contractor shall represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of CLIENT 12. LIMITED INDEMNITY - CONSULTANT STAFFING FIRM does hereby agree to indemnify and hold harmless CLIENT and its officers, employees and affiliates against any and all claims made by any governmental agency for failure to withhold any taxes or pay any type of payroll taxes, unemployment insurance, and/or workmens compensation and similar items, whether or not required to be withheld from amounts paid to Assigned Contractors while this Agreement is in force, and shall be responsible and indemnify and hold harmless CLIENT, including its officers, agents, and employees for reasonable attorneys fees costs, expenses, and disbursements incurred in connection with such claims or action arising therefrom. This provision shall not apply in the event the Assigned Contractor is actually an employee of CLIENT (as the term is defined in Chapter 24 of the Internal Revenue Code of 1986 (IRC), Section 453A(a)(2)(A)(i); IRC section 3401(c), 26 CFR 31.3401(c)-1 and related regulations).

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Professional Services Master Agreement

13. EFFECTIVE DATE - The effective date of this Agreement will be the latter of: (a) the first day the first Assigned Contractor is scheduled to begin work for CLIENT as set forth in Schedule A (Effective Date), or (b) the date Schedule A has been executed and accepted by the parties. 14. W-9 FORM - CONSULTANT STAFFING FIRM agrees upon the execution of this Agreement, or as soon as practicable thereafter, to provide CLIENT with a completed W-9 Form for each Assigned Contractor, but in no event later than the date a Assigned Contractor is scheduled to being work as set forth in Schedule A. 15. HEADINGS - The headings or titles of the Paragraphs or subparagraphs of this Agreement are for convenience only and not part of this Agreement and shall not be used as an aid in construction of any provision thereof. 16. SUPERSEDING - This Agreement supersedes any previous agreements between CLIENT and CONSULTANT STAFFING FIRM. 17. SEVERABILITY - In the event that any provision of this Agreement is determined to be invalid or unenforceable in any jurisdiction, the remaining provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally construed so as to effectuate the purpose and intent of the parties. 18. ENTIRE AGREEMENT - This instrument contains the entire agreement between the parties. It may not be altered or amended except in writing signed by the party against whom such alteration is sought to be enforced. 19. GOVERNING LAW AND CONSENT TO JURISDICTION - This Agreement shall be governed and construed in accordance with the law of the State of Florida, without regard to conflict of laws principles. The parties agree that should litigation, arbitration, mediation, or other dispute resolution be instituted, it shall be instituted only in a court or other institution located in Miami Dade County, in the State of Florida, and both parties hereby consent to the jurisdiction of Florida courts or dispute litigation overseeing body. In addition, BOTH PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY. 20. ATTORNEYS FEES - If at any time during the term of this Agreement or thereafter, either CLIENT or CONSULTANT STAFFING FIRM should institute any action or proceeding against the other relating to the provisions of this Agreement or any default hereunder, then the losing party in such action or proceeding shall reimburse the winning party for the reasonable expenses of attorneys fees and related disbursements incurred therein by the winning party. This section shall expressly survive the expiration or termination of this Agreement. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year written above. CLIENT,


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Professional Services Master Agreement Schedule B SCHEDULE A This schedule has been issued and constitutes an integral part of that certain Professional Services Master Agreement between CONSULTANT STAFFING FIRM SERVICES AND CONSULTING, INC. and PEPSICOLA MANUFACTURING INTERNATIONAL, LTD. NAME OF CLIENT: CLIENT SITE: CLIENT HOURS: 8 ASSIGNED CONSULTANT (name) HOURLY RATE $ START DATE (est.) END DATE (approx.)

TERM: Agreement is for one calendar year with possible extensions for the same period. The Hourly Rate stated above will be in effect for 1 year. New rates shall thereafter and require amendment of this Schedule A or execution of a new agreement. SCOPE OF WORK: IT consulting services OTHER CONSIDERATIONS:

These terms may be amended by the parties from time to time subject to execution by both parties of a written addendum to this Schedule. ACCEPTANCE BY PARTIES:

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Professional Services Master Agreement Schedule B SCHEDULE B This schedule has been issued and constitutes an integral part of that certain Professional Services Master Agreement between CONSULTANT STAFFING FIRM SERVICES AND CONSULTING, INC. and PEPSICOLA MANUFACTURING INTERNATIONAL, LTD. (CLIENT) In the event CLIENT hires, contracts with, or enters into an employment relationship directly with an Assigned Contractor of CONSULTANT STAFFING FIRM during the 12 month period following termination or expiration of this Agreement, (whether for cause, termination, for convenience or otherwise), such engagement or transaction with the Assigned Contractor shall be subject to payment of a finders fee by CLIENT to CONSULTANT STAFFING FIRM according to the following sliding scale, depending on the date on which the Assigned Contractor is hired or otherwise engaged to work directly with CLIENT: CATEGORY 0-3 months post termination 20% of Assigned Contractors annual salary or compensation st during 1 year with CLIENT 3-6 months post termination 20% of Assigned Contractors annual salary or compensation st during 1 year with CLIENT 6-12 months post termination 10% of Assigned Contractors annual salary or compensation st during 1 year with CLIENT >12 months post termination 0% of Assigned Contractors annual salary or compensation st during 1 year with CLIENT

These terms may be amended by the parties from time to time subject to execution by both parties of a written addendum to this Schedule. ACCEPTANCE BY PARTIES:

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