MASTER PROFESSIONAL SERVICES AGREEMENT AND ENGEGEMENT

This Master Professional Services Agreement is made and entered into as of this 15
Dec, 2014, (Effective Date) by and between Ervin Mark Carretas, located at
Block 10, Lot 10,11,12 Forest View Homes Subdivision, Pueblo de Oro Township,
Cagayan de Oro City, Misamis Oriental, Philippines 9000 hereafter referred to as
Service Provider and Tradier Inc, located at 11016 Rushmore Drive, Suite 350,
Charlotte, NC 28277(TRADIER) hereafter referred to as Customer. The parties
hereby agree as follows.
1. Definitions. In this Agreement the following terms shall have the following
meanings:
(a)Confidential Information means any technical or business information of
one party that is marked or otherwise designated as confidential or
proprietary and that is disclosed by such party (the disclosing party) to the
other party (the receiving party) in connection with this Agreement or the
transactions contemplated hereby. For purposes of this Agreement,
Confidential Information shall not include information that (a) becomes
publicly available through no fault of the receiving party, (b) is rightfully
known to the receiving party, without restriction on disclosure, at the time of
receiving such information from the disclosing party, (c) is lawfully disclosed
to the receiving party by a third party without restriction on disclosure; or (d)
is independently developed by the receiving party without use of or any
reference to the Confidential Information.
Both parties attest and
acknowledge the existence of a Non-Disclosure agreement between the
parties and that any conflicts between the agreements will be resolved with
the full agreement that the conditions of the non-disclosure will prevail.

(b)Customer Materials means any software, materials or technology of

Customer or provided by Customer to the Service Provider, which the Service
Provider requires to perform services or on which services will be performed
by the Service Provider.
(c) Deliverables means the specific materials, software, programs,services,
or other deliverables, that are rendered by the Service Provider to Customer
as a result of performing the Services and which are specified in a Statement
of Work.
(d)Intellectual Property Rights means patent rights, copyrights, moral
rights, rights of psrity, trade secret rights, mask work rights, design rights,
trademark rights (including service mark rights), trade dress rights and other
similar rights which may exist anywhere in the world, whether registered or
unregistered, and all applications and registrations with respect to any of the
foregoing.
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(e) Servicesshall mean those services to be provided by the Service

Provider as specified in the applicable Statement of Work.
(f) Statement(s) of Work means the written description of the services and
deliverables to be provided by the Service Provider in a project under this
Agreement from time to time.Each project shall be reflected in a separate
statement of work.This is attached as an addendum to the contract.

2. Agreement Structure.
2.1 The parties will agree on the services that the Service Provider will
provide, and other specific terms through Statement of Works (SOW) to this
Master Agreement. Each SOW will be deemed to incorporate all of the terms
of this Master Agreement. The benefits of and obligations under any SOW
extend to the Customer and its authorized Affiliates
2.2. Each SOW is a Separate Agreement. Each fully executed SOW will be a
separate agreement between the Service Provider and the Customer that
signs the Schedule, and such independent agreement shall be referred to in
this Master Agreement or a SOW as "this Master Agreement" or "the
Agreement" or the "applicable Schedule." Please refer to the Addendum
SOWs at the end of the contract
2.3. Order of Precedence. If a term in a Statement of Work (SOW) conflicts
with a term in this Master Agreement, the provisions of the Statement of
Work will prevail. If terms in this Master Agreement conflict, the term most
closely describing the type of transaction giving rise to the issue will prevail.
3. Professional Services.
The conditions described below apply to the SOWs attached
3.1
Services.The Service Provider will use commercially reasonable efforts
to perform the Services and deliver the Deliverables in accordance with the
specifications and time schedule set forth in the applicable Statement of
Work. The time schedule for performance of Services will be mutually agreed
upon and will subject to availability of the Service Providers
personnel.Customer shall cooperate fully with the Service Provider to allow
the Service Provider to meet such time schedule, and the time schedule shall
be adjusted as needed for any delay in Customers or a third party s
provision of required information, products, services or technology.
3.2
Statement of Work. Each Statement of Work shall be agreed upon by
both parties, executed by authorized representatives of both parties and
consecutively numbered.Each Statement of Work shall set forth, at a
minimum, a description of the work to be performed; delivery schedule for
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performance and completion of the work, including milestones and delivery

dates, where appropriate; amount, schedule, and method of payment of
compensation; completion, change and acceptance criteria, if applicable;
designation of the names and addresses of the project coordinators of each
party and other billing terms specific to the work in question.
3.3
Work Hours. Both Customer and Service Provider will have the
flexibility request increase or decrease or hold the hourly services provided
by the Service Provider as per the statement of work by providing a written or
electronic request to the other party.

4. Charges and Payment.

The conditions described below apply to the SOWs attached
4.1
Fees and Expenses.Customer agrees to pay the amounts set forth in
the applicable Statement of Work for the Services and Deliverables covered
by such Statement of Work.Fees do not include, and Customer will pay, any
and all sales, use, value added, excise and other taxes and all export, import
duties and other governmental charges imposed in connection with this
Agreement, the Services or the transactions contemplated hereby, by any
federal, state or other governmental authority, except only taxes based on
the Service Providers net income.
The Customer agrees to reimburse Service Provider for all actual reasonable
and necessary expenditures, which are directly related to the statement of
work. Any expenditures must be pre-approved by Customer. These
expenditures include, but are not limited to, expenses related to travel (i.e.,
airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.),
telephone calls, and postal expenditures. Expenses incurred by Service
Provider will be reimbursed by the Customer within 15 days of Consultants
proper written request for reimbursement.
4.2
Changes in Rates/Scope.Any changes to the rates, scope or
additions to the services or listed resources in any SOW will need to be
approved in writing by the Customer. The delivery of this written change can
be communicated by e-mail or an attested fax.
5. Limited Warranty and Disclaimers.
The conditions described below apply to the SOWs attached
5.1
Limited Warranty; Exclusive Remedy.The Service Provider
warrants to the Customer that the services hereunder will be performed in a
professional manner. Deficiencies in the Services or Deliverables under a
Statement of Work must be reported to the Service Provider in detail and in
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writing within thirty (30) days from (i) the delivery of the applicable
Deliverables to the Customer under a Statement of Work, or (ii) completion of
the Services under a Statement of Work, as applicable.Customers sole and
exclusive remedy, and the Service Providers exclusive obligation and liability,
with respect to the warranty contained in this Section 4.1, is for the Service
Provider to re-perform the applicable Services, correct the Severity 0
(CRITICAL) level bugs/deficiencies or redeliver the Deliverables or, at the
Service Providers option, to pay to Customer a refund of the pro rata portion
of the fees allocable to such Services or Deliverables.Any modification of the
Deliverables or the Services by anyone other than the Service Provider shall
terminate any obligation of Service Provider under this Section 4.1 to correct
any deficiencies with respect to such Deliverables or Services. This warranty
contained in section 4.1 is applicable only for fixed cost engagements set
forth in the applicable Statement of Work.

6. Limitation of Liability.
6.1
Indemnification by Service Provider and Customer.
Either
Parties shall indemnify, defend and hold other harmless against all claims,
damages, losses, costs or other expenses (including reasonable attorneys
fees) that arise out of or from: (i) a claim that the services infringe or violate
any U.S. or International patent, copyright or trade secret or other intellectual
property right of a third party (2) payment delays (3) Actions by the staffs of
either companies (4) Termination.

7. Confidentiality.
The conditions described below apply to the SOWs attached
7.1
Confidentiality.Each party receiving Confidential Information of the
other shall treat such information as strictly confidential, and shall use the
same care to prevent disclosure of such information as such receiving party
uses with respect to its own valuable confidential and proprietary information
of like kind, but not less than reasonable care.In any event, each party
receiving Confidential Information of the other shall disclose such Confidential
Information to (i) only those authorized employees of such receiving party
whose duties justify their need to know such information and who have been
clearly informed of their obligation to maintain the confidential and
proprietary status of such Confidential Information, and (ii) only those
authorized contractors of such receiving party who have a need to know such
information in their duties for such party and who have signed a
confidentiality agreement with such receiving party at least as protective of
such Confidential Information as the provisions of this Agreement.Each party

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receiving Confidential Information of the other shall use such Confidential

Information only for the purposes permitted under this Agreement.
7.2
Exception.The foregoing prohibitions on disclosure of Confidential
Information shall not apply to the extent certain Confidential Information is
required to be disclosed by the receiving party as a matter of federal, state or
local law or by order of a court or other legal process, provided that the
receiving party uses reasonable efforts to provide the disclosing party with
prior notice of such obligation to disclose and reasonably assists in obtaining
a protective order therefore or in otherwise limiting such disclosure.
7.3
Terms of this Agreement.Each party agrees to keep confidential and
not to disclose the terms and conditions of this Agreement to any third party
other than (i) in confidence to its affiliates, actual or potential investors,
banks, lawyers, accountants and other professional advisors, and (ii) in
connection with the enforcement of its rights under this Agreement, and (iii)
as may be required by law, and (iv) in confidence in connection with a merger
or acquisition or a proposed merger or acquisition.The existence of this
Agreement is not confidential.In any case, the Service Provider may provide
and disclose the terms of its standard form software license and development
agreement to any person or entity.
8. Relationship of the Parties.
The conditions described below apply to the SOWs attached
8.1
Independent Contractor. The Service Provider shall perform the
services as an independent contractor.Nothing contained herein shall be
construed to create or imply a partnership, joint venture, and principal-agent
or employment relationship between the parties. Neither party shall have any
right, power or authority to act on behalf of, nor bind, shall the other party in
any manner whatsoever and neither party represent that it has such right,
power or authority.
8.2
No Restriction on Services.Nothing in this Agreement shall restrict
or limit the Service Provider from performing any professional services, for
any third party.
8.3
Non Defamation. Both parties hereby agree not to make any public
disclosure,
press
communications,
representations
or
any
other
communication in any form that defames the other party in any way

9. Term& Termination:
The conditions described below apply to the SOWs attached
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9.1
Term.This Agreement shall be in effect for a 3 month Period following
the executing signatures of both parties and shall remain in effect until
terminated by either party or superseded by a newer executed version of the
Agreement at which time this Agreement will be automatically terminated in
favor of the newer Agreement. This Agreement supersedes all previous
agreements between the parties except Mutual Non Disclosure Agreements
or Restrictive Covenants agreements between the parties. This Agreement
may be amended as required by either Party upon the executing signatures
of both Parties.
9.2
Termination.Either party may terminate this Agreement and/or
associated Statement(s) of Work by providing a written notification with a 10
day notice. The Service Provider is entitled for payments for services
provided up to the last day of the services provided.
If the customer or its regulated affiliates or subsidiaries cease to operate by
regulation, FINRA and the Broker Dealer have the sole authority to authorize
the ceasing of operations whitch the service provider will comply with
The customer has the sole discretion and authority on the causes and can
issue a termination notice without cause.
Upon termination the Service provider will need to return to customer all
human, data, software and hardware that are owned by the customer.
9.3
Notification.Any notice hereunder shall be in writing and shall be
deemed given and effective (i) when delivered personally, by fax or e-mail
(with confirmed delivery), or by commercial express service, or (ii) three (3)
days after the postmark date if mailed by certified or registered mail, postage
prepaid, return receipt requested, addressed to a party at its address stated
below its signature hereto or to such other address as such party may
designate by written notice to the other party in accordance with the
provisions of this Section.

10.

Legal Fees.

The conditions described below apply to the SOWs attached

In any litigation, arbitration or other proceeding by which a part seeks to
enforce its rights under this Agreement (whether in contract, tort or both) or
seeks a declaration of any rights or obligations under this Agreement, the
prevailing party shall be awarded reasonable attorney fees, together with any
costs and expenses, incurred to resolve the dispute and to enforce final
judgment.

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11.

Key Service Provider Regulatory requirements.

The conditions described below apply to the SOWs attached

Financial Industry Regulatory Authority (FINRA) is anindependent regulator for
all securities
firms doing business in the United States.The Service is required
by the terms of this Master
Services agreement to ensure that all services
rendered to the customers are compliant as per
FINRA regulations and SEC laws.
The Service provider attests by the virtue of this agreement
that it has full
operational and legal understanding of the regulatory nature of the customers
business. The Service provider must ensure timely management and
implementation of the
appropriate security controls to ensure compliance to
FINRA regulations and SEC laws.
12.

Key Service Provider Security and confidentiality requirements.

The conditions described below apply to the SOWs attached

All Customer related data, documentations,
user info, transection,
execution ,brokerage, non
brokerage, servers, storage, networks and all
related data must be stored in secure locations at all times with the right technical
,monitoring and procedural controls that prevents unauthorized access.
Only
customer approved individuals will be authorized to access the systems.All access
to the above listed items must be monitored at all times and no access must be
provided to to individuals others then those approved in writing by the customer.
Any erroneous or willful violations by the Service provider must be
immediately reported to the
customer.
All Service Provider staff and contractors that work the customers projects,
SOW or support
activities must background checked as per the customers
requirements and proof of the check must be provided upon request are the
Service Provider.
13.

Miscellaneous.

The conditions described below apply to the SOWs attached

13.1 Applicable Law; Jurisdiction.This Agreement shall be governed by
and construed and enforce in accordance with the laws of the State of Ohio.
Any action or proceeding arising from or relating to this Agreement shall be
brought in the state courts located in New Jersey.Each Party hereby
irrevocably consents to the exclusive jurisdiction and venue of such courts.
13.2 Entire Agreement; Amendment.This Agreement together with the
applicable Statements of Work, constitutes the entire agreement between the
parties relating to the subject matter hereof and supersedes all prior oral and
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written and all contemporaneous oral negotiations, commitments and

understandings of the parties. The terms and conditions of this Agreement
shall further supersede all pre-printed terms and conditions contained in any
purchase order or other business form submitted hereafter by any party to
the other.This Agreement may not be changed or amended except by writing,
stating that it is an amendment to this Agreement, executed by both parties
hereto. If there is a conflict among the terms and conditions of this
Agreement and a Statement of Work, then the terms and conditions of this
Agreement shall govern.
13.3 Assignment.This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns
(to the extent this Agreement is assignable).No party may assign or transfer
this Agreement without the prior written consent of the other party hereto,
which shall not be unreasonably withheld, except that each party may assign
or transfer this Agreement without the consent of the other party if this
Agreement is assigned or transferred as part of a transfer of the business
(whether by merger or sale of assets or the like) to which this Agreement
pertains, and provided the assignee or transferee assumes in writing or by
operation of law all obligations of the assigning or transferring party
hereunder.
13.4 Waiver.No delay or failure by either party to exercise or enforce at any
time any right or provision of this Agreement shall be considered a waiver
thereof or of such party's right thereafter to exercise or enforce each and
every right and provision of this Agreement.A waiver to be valid must be in
writing.
13.5 Counterparts.This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same document.
13.6 Severability.If any provision of this Agreement shall be held illegal,
invalid or unenforceable, in whole or in part, such provision shall be modified
to the minimum extent necessary to make it legal, valid and enforceable, and
the legality, validity and enforceability of all other provisions of this
Agreement shall not be affected thereby.
13.7 Force Majeure.Neither party shall be liable for any loss, damage or
penalty arising from any failure or delay in performance due in whole or part
to any cause beyond its reasonable control.
13.8 Export.Customer agrees to fully comply with all U.S. export control
laws and regulations and apply for all export licenses where
applicable.Customer shall do no act or thing that would cause the Service
Providerto violate U.S. export control laws or regulations.

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13.9 Limitation of Actions.Except for actions for non-payment or breach,

no action, regardless of form, arising out of this Agreement or any Statement
of Work may be brought by either party more than three (3) year after the
cause of action has accrued.
13.10 Construction.The headings are for reference purposes only and shall
not be considered in construing this Agreement.In construing or interpreting
this Agreement, the word or shall mean either or both, and the word
include or including shall not be limiting or exclusive.This Agreement
shall be fairly interpreted in accordance with its terms without any strict
construction in favor of or against either party and ambiguities shall not be
interpreted against the drafting party.
13.11 Recruiting of Personnel.Customer agrees that while this Agreement
or a Statement of Work is in effect, Customer will not actively solicit or recruit
any employee of the Service Provider to be employed, or retained as a
consultant, by Customer or any of its affiliated entities, without in each
instance obtaining the prior written consent of the Service Provider, which
may be conditioned as the Service Provider deems appropriate.
Ownerships and Rights.
The conditions described below apply to the SOWs attached
Intellectual property rights for the Tradier Software and all portions thereof
are retained by the
customer. Customization will be an intellectual property of
the customer and Service Provider
does not have the rights or ownership to
modify, distribute, or transfer fully or partially any complete or partial components
of the customization without written authorization or
amendments
to
this
agreement.
.
Copy Rights, Intellectual Property and Indemnity
The conditions described below apply to the SOWs attached
Service Provider warrants that any customization performed and furnished by
it under this Agreement do not infringe upon or violate any Intellectual Property or
any other proprietary
right of any third party, and is otherwise subject to
applicable Intellectual Property laws.
Service Provider expressly saves and holds Customer harmless from any and
all liability of any kind or nature whatsoever to Customer which may arise from
this Agreement or from acts of Service Provider or from documentation, services or
any other item furnished under this
Agreement.
Service Provider shall defend at its own expense any action brought against
Customer to the

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extent that such action is based on a claim that any aspect of the services,
Application Software
furnished by it under this Agreement constitutes an infringement of any Intellectual
Property
rights. The Service Provider, within a reasonable delay, will notify in writing
of any such claim
when they arise.
The Service provides indemnity against any claims by other customers,
platform providers,
software providers, vendors, broker dealers, and present
or future customers of infringement, reengineering, redesign, copy, reproduction,
or distribution of full or partial components of
application software provided
by the Service Provider. The Service Provider shall cover at its
own expense all
legal fees, losses, liability, and transportation incurred as a part of a claim. The
Service Provider hereby indemnifies Customer against liability which
Customer may incur as a result of any action brought against Customer as set out
in the preceding paragraph,
The Service Provider attests that it has the legal, contractual, procedural and
intellectual property authority to enter into this agreement with the customer. By
entering into this agreement it attests that it does not violate and existing
contracts or obligations. The Service Provider will pay all legal defense costs that
may arise due to a claim by other parties other than
customer.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Ervin Mark Carretas

Tradier, Inc.,

By:
Name : Ervin Mark Carretas
Title: Digital Designer
Date: December 15, 2015

By:
Name :
Title :
Date

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Statement of Work
This Statement of work(SOW) is an addendum to the Master Professional Services
Agreement( MSA) is made and entered into as 12/15/2014, (Effective Date) by
and between Ervin Mark Carretas, located at Block 10, Lot 10,11,12 Forest View
Homes Subdivision, Pueblo de Oro Township, Cagayan de Oro City, Misamis Oriental,
Philippines 9000 hereafter referred to as Service Provider and Tradier Inc,
located at 11016 Rushmore Drive, Suite 350, Charlotte, NC 28277 (TRADIER)
hereafter referred to as Customer. The parties hereby agree as follows. All terms
of the MSA take precedence over this SOW.
THIS SERVICES AGREEMENT (the Agreement) is made effective,
Start Date: 12/15/14
End Date: 3/15/15
THE PARTIES AGREE AS FOLLOWS:
Scope of Services
Service Provider will provide customer, with consulting services as mutually agreed
upon and described in the attached Statement of Work. All consulting services to be
provided hereunder will be referred to as Services. The parties may use this
Agreement for multiple Statements of Work. Each Statement of Work must
reference this Agreement and will be an addendum to the MSA.
The parties contemplate that it may be desirable to make changes to the
Statement(s) of Work. Before performing any work associated with any such
change, a written Change Order shall set forth the necessary revisions to the
Statement(s) of Work, and the parties, shall agree in writing that such work
constitutes a change from the original Statement of Work, as amended, and that
they further agree to the change provisions set forth in the Change Order. Each
Change Order shall be numbered serially and executed
The Service Provider will provide the following services to the Customer

Digital design services for digital assets including, but not limited to:

Display banners

Email templates and ad-hoc designs

Landing pages
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Social media assets (e.g., Facebook ads)

Newsletter and Blog post design

Infographics

Co-marketing assets

Website (Tradier, Tradier Brokerage and partner sites)

Signage and banners for trade shows

It is understood that the purpose of the Professional Services is to provide analysis, review
and advice relevant to certain Customer matters, and that neither Service Provider nor
Customer will benefit if Service Provider provides inaccurate or incomplete advice or
commentary based on insufficient information or access to Customers internal resources.
To that end, Customer shall provide Service Provider, with accurate, unbiased and sufficient
information and analytics support for them to review the subject matter thereof and, with
support of Customer, develop deliverables covered by the Scope of Work

Services and Fees and Expenses:

The Service Provider will provide the following resources at the following hourly rate

NAME and Title

Charge

Applying Hours

Ervin Mark Carretas,

Digital Designer

$300 per week

Working at 40 hours per

week

Billing and Payment

Service Provider will bill the Customer on a Monthly Basis or Bi-Weekly Basis for the
services with attested timesheets. The customer will be required to issue payment
for the services within 15 days of the invoice date.
Change in Hours

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Service provider or Customer can in writing issue a reduction in weekly hours. This
will result in the adjustment of the monthly billing pro rata for the new commitment
of hours on the basis of this Statement of work. This will result in a re-issuing of
this statement of work.
Warranties
Service Provider warrants that the Services to be provided under this Agreement
shall be performed in a professional manner conforming to generally accepted
industry standards and practices.
General Provisions
All provisions described in the MSA apply to this SOW
The relationship of Customer and Service Provider is that of independent
contractors. Personnel of both parties are neither agents nor employees of the other
party for federal tax purposes or any other purpose whatsoever, and are not
entitled to any employee benefits of the other party.
Any assignment in violation of these terms is void.
.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Ervin Mark Carretas

Tradier, Inc.,

By:
Name : Ervin Mark Carretas
Title : Digital Designer
Date: December 15,2015

By:
Name :
Title :
Date

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