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TeamAbsolute

T F A M a bso | ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113
, Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICES AGREEMENT

forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree
that such limitations and disclaimers will survive and apply even if this Agreement or any provisions hereof are found to have

failed of their essential purpose.

Page 8 of 14

TeamAbsolute, © 2014
Proprietary and Confidential

TeamAbsolute

T FE A M a SO U e 2277 Highway 36 West, Suite 160
: Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICES A GREEMEN T

7.8 Force Majeure. Except with respect to payment obligations, neither party shall be liable, nor shall any credit
allowance or other remedy be extended for any failure of performance or equipment due to causes beyond such party’s
reasonable control, including, but not limited to, acts of God, fire, flood or other catastrophes; any law, order, regulation,
direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies,
insurrections, riots, wars; unavailability of rights-of-way or materials; failure of suppliers, or strikes, lock-outs, work
stoppages, or other labor difficulties. Each Party will use reasonable efforts to resolve promptly any type of excusable delay.

8. RESOLVING DISPUTES

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in Hennepin County, Minnesota. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through
mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Hennepin County, Minnesota.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of
arbitration, including attorney fees, will be allocated by the arbitrator.

9, CONFIDENTIAL INFORMATION.

Without express written approval of the disclosing party, during the term of this Agreement and thereafter, other than for
the purposes of providing and receiving the benefits of the Services under this Agreement, neither party, its officers,
personnel or agents will directly or indirectly divulge, disclose, communicate or use in any way,

(i) the terms. of this Agreement,

(ii) all information, source and object code and data, of whatsoever nature, relating to the other party and the other
Party’s products and customers, including, but not limited to, the other party’s operations, policies, procedures,
techniques, accounts and personnel, or information used by the other party in carrying on their business, and

(iii) all information, source and object code, and data which is proprietary to a third party which carries obligations
to treat as confidential that which is obtained or disclosed in connection with performance under this agreement
and which the receiving party should reasonably know to be confidential information whether or not the receiving
party is made aware of its confidential nature at the time of disclosure (collectively “Confidential information’),

Both parties also agree to return any and all materials of the other party containing Confidential Information upon
the request of the disclosing party.

Subject to the obligations with respect to the use of Confidential Information as set forth in this Section 9, nothing in this
Agreement shall restrict or prevent either party from using any ideas, concepts, know-how, methodology or techniques
relating to Supported Systems, monitoring or management, learned or developed without the incorporation of any of the
other party’s Confidential Information during or as a result of the Services provided pursuant to this Agreement.

Notwithstanding the foregoing, the party receiving the Confidential Information (“Recipient”) has no obligation with respect
to any information which the Recipient can demonstrate:

(a) is already known to Recipient prior to disclosure;

(b) is or becomes publicly known through no fault of Recipient;

(c) is rightfully obtained by Recipient from a third party without similar restriction and without breach of this non-
disclosure obligation; or

(d) is independently developed by Recipient without use of the other party’s Confidential Information as evidenced
and verified by prior tangible evidence.

TeamAbsolute, © 2014 Page 9 of 14
Proprietary and Confidential

TeamAbsolute

T E A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS T ER S ERVICES AGREEMENT

Recipient may disclose Confidential Information of the other party pursuant to a valid order issued by a court of competent
jurisdiction or as required by the applicable regulations of an agency of the United States Government, provided that the
Recipient gives the other party reasonable prior written notice sufficient to allow the other party time to contest such
disclosure or obtain a protective order and provides reasonable cooperation with the party contesting the disclosure. The
Parties will have the right of injunctive relief to maintain compliance with this Section 9 and prevent unauthorized disclosure
or use of the Client or TeamAbsolute products or other Confidential Information.

10. INTELLECTUAL PROPERTY.

10.1 Client acknowledges that TeamAbsolute, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation TeamAbsolute will use to
perform TeamAbsolute’s services under this Agreement. Client agrees that processes, software, utilities, and methods of
operation TeamAbsolute uses to perform TeamAbsolute’s services are proprietary trade secrets and are protected under civil
and criminal law, and the copyright laws of the United States. TeamAbsolute retains all ownership rights to all of these items.
No part of these items may be reproduced or used in any form or by any means without the written permission of
TeamAbsolute. Client shall not assign, delegate, distribute, or transfer any interest in the processes, software, utilities, and
methods of operation, and information supplied by TeamAbsolute to any other party. Client shall take reasonable steps to
safeguard the confidentiality of such information. Client agrees that only TeamAbsolute shall have the right to alter, maintain,
enhance or otherwise modify the Software. Client shall not modify, disassemble, decompile or reverse engineer the Software
in any manner whatsoever, or otherwise use the Software except as expressly permitted pursuant to this Agreement.

10.2 TeamAbsolute acknowledges that Client, or its third party suppliers, own all patents, copyrights, trade secrets, and
all other proprietary rights in and to the processes, software, utilities, and methods of operation of Client Products and
systems. For the purposes of this Agreement, Client Product will be defined as any software products that are loaded on the
development, certification, and production servers at the Client. TeamAbsolute agrees that processes, software, utilities,
and methods of operation are proprietary trade secrets and are protected under civil and criminal law, and the copyright
laws of the United States. Client or its third party suppliers retain all ownership rights to all of these items. No part of these
items may be reproduced or used in any form or by any means without the written permission of Client. TeamAbsolute shail
take reasonable steps to safeguard the confidentiatity of such information. TeamAbsolute agrees that only Client shall have
the right to alter, maintain, enhance or otherwise modify the Client Products and systems. TeamAbsolute shall not modify,
disassemble, decompile or reverse engineer the Client Products and systems in any manner whatsoever, or otherwise use the
Client Products except as expressly permitted pursuant to this Agreement.

11. NON-SOLICITATION

Both Client and TeamAbsolute (“Parties”) covenants and agrees that during the term of the Agreement and for a period of
one (1) year after the last invoiced date of work, neither of the Parties shall, directly or indirectly, through an existing
corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or
work with, on a part-time, consulting, advising or any other basis, other than on behalf of the Parties, any employee, any
employee or independent contractor employed by either of the Parties.

12. INDEPENDENT CONTRACTOR STATUS
TeamAbsolute is an independent contractor, not Client's employee. TeamAbsolute’s employees or subcontractors are not
Client's employees. TeamAbsolute and Client agree to the following rights consistent with an independent contractor
relationship.
= _TeamdAbsolute has the right to perform services for others during the term of this Agreement.
= TeamAbsolute has the sole right to control and direct the means, manner and method by which the services
required by this Agreement will be performed.

TeamAbsolute, © 2014 Page 10 of 14
Proprietary and Confidential

TeamAbsolute

T FE A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS F ER S ERVICES AGREEMENT

= TeamAbsolute has the right to hire assistants as subcontractors, or to use employees to provide the services
required by this Agreement.

= TeamAbsolute or TeamAbsolute's employees or subcontractors shall perform the services required by this
Agreement; Client shall not hire, supervise or pay any assistants to help TeamAbsolute.

«Neither TeamAbsotute nor TeamAbsolute’s employees or subcontractors shall receive any training from Client in
the skills necessary to perform the services required by this Agreement.

=" Client shall not require TeamAbsolute or TeamAbsoiute’s employees or subcontractors to devote full time to
performing the services required by this Agreement.

=" Neither TeamAbsolute nor TeamAbsolute’s employees or subcontractors are eligible to participate in any employee
pension, health, vacation pay, sick pay or other fringe benefit plan of Client.

13. SERVICE LEVEL AGREEMENTS.
TeamAbsolute shall abide by the service level responsibilities set forth in the current Standard Operating Procedures for
TeamAbsolute. EXHIBIT C, the Service Level Agreement.

14. OTHER PROVISIONS.

14.1 Governing Law. This Agreement and all matters relating to this Agreement shall be construed and controlled by the
laws of the State of Minnesota without regard to conflicts of law provisions.

14,2 Independent contractors. The parties will have the status of independent contractors, and nothing in this
Agreement will be deemed to place the parties in any other relationship, including employer-employee, principal-agent,
partners or joint ventures.

14.3 Assignment. Neither party may transfer or assign this Agreement and/or the use of Service, without the express
prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing,
either party may assign this Agreement in connection with a merger or a sale of all or substantially all of its assets or capital
stock. Any transfer or assignment in violation hereof shall be null and void.

14.4 Non-cumulative Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to
be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or
more remedies by a party shall not constitute a waiver of the right to pursue other available remedies.

14.5 Authority. Each party represents and warrants that it has full power and authority to enter into and perform this
Agreement, and the person signing this Agreement on behalf of each party has been properly authorized and empowered to
enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT,
AND AGREES TO BE BOUND BY IT.

14.6 Notices. Any notices or other communications required or permitted to be given by this Agreement must be
(a) given in writing and personally delivered or mailed by prepaid express, certified or registered mail or

(b) made by facsimile delivered or transmitted to the party to whom such notice or communication is directed,
addressed to the parties as set forth below:

To TeamAbsolute: To Client:
TeamAbsolute Client Name
Kent Jacobson Client Contact
President & CEO Client Contact Title
2277 Highway 36 West, Ste. 160 Address 1
TeamAbsolute, © 2014 Page 11 of 14

Proprietary and Confidential

TEAMabsolute

MAS T ER SERVICES

Roseville, MN 55113

Voice: (612) 746-4070

Fax: (612) 746-4071
Email: Kent. jacobson@TeamAbsolute.com

TeamAbsolute, © 2014
Proprietary and Confidential

City, State, Zip
Voice:

Fax:

Email:

TeamAbsolute

2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

AGREEMENT

Page 12 of 14

TeamAbsolute

T - A M a SO U e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE § A GREEMEN T

Any such notice or other communication shalt be deemed to have been given (whether actually received or not) on the date
it is personally delivered as aforesaid or, if mailed, on the day it is delivered or on the fifth day after it is mailed, whichever
day is earlier, or if transmitted by facsimile, on the date that such notice is transmitted as aforesaid. A party may change
such party’s address for purposes of this Agreement by giving notice of such change to the other party pursuant to this Section.

14.7. Waivers. All waivers must be in writing. Any waiver or faiture to enforce any provision of this Agreement on one
occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.8 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to
accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions
will continue in full force and effect.

14.9 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but
all of which together will constitute one and the same instrument.

14.10 Sarbanes-Oxley Compliance. In accordance with Exhibit A, pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, Client may be required to report on the effectiveness of its internal controls over financial reporting in the periodic
reports that it files with the Securities and Exchange Commission, and Client’s independent auditor may be required to issue
an opinion regarding the effectiveness such internal controls. To assist Client in complying with such obligations,
TeamAbsolute agrees to maintain an effective system of internal controls with respect to all services and products subject
to this Agreement (collectively, “Internal Controls”). While TeamAbsolute shall comply with all reasonable requests from
Client with respect to Internal Controls, TeamAbsolute is ultimately responsible for establishing and maintaining effective
Internal Controls. TeamAbsolute’s obligations hereunder shall include, without limitation, (i) ensuring that the products and
Services are secure from unauthorized intrusion (both internal and external) or from any other threats, (ii) maintaining
detailed documentation regarding the Internal Controls, (iii) periodically testing the Internal Controls, and (iv) otherwise
maintaining a strong control environment. TeamAbsolute will fully cooperate with Client with respect to its efforts to
maintain effective Internal Controls and comply with its obligations under federal laws. TeamAbsolute will provide such
documentation reasonably requested by Client or its independent auditor to verify the effectiveness of the Internal Controls,
which may include a certification from an officer of TeamAbsolute or from TeamAbsolute’s independent auditor.
TeamAbsolute will also provide Client and its representatives with reasonable access to the products and services for audit,
testing and verification of TeamAbsolute’s compliance with these requirements for Internal Controls.

14.11 Time of the Essence. Time is of the essence in the performance of the parties’ obligations pursuant to this Agreement.
AGREED AND ACCEPTED AS OF THE DATE SET FORTH ABOVE:

TeamAbsolute City of Nashua

Signature Signature

Kimberly M. Jacobson

Name Name
CFO / Managing Partner
Title Title

TeamAbsolute, © 2014 Page 13 of 14
Proprietary and Confidential

TeamAbsolute
T E A M a SO u e 2277 Highway 36 West, Suite 160
Roseville, MN 55113

Main: 612-746-4070

Fax: 612-746-4071

MAS TER SERVICE s§ AGREEMENT

Date Date

TeamAbsolute, © 2014 Page 14 of 14
Proprietary and Confidential

TEAMabsol

ute

TEAMabsolute, Inc.

2277 Highway 36 West, Suite 160
Roseville, MN 55113
612.746.4070 main

612.746.4071 fax

Statement of Work
SOW 43099-101

Client: City of Nashua
Project Contact: Nick Miseirvitch Issue Date: 07/21/2016
E-Mail: miseirvitchn @nashuanh.gov Expires, if not signed: 08/15/2016
Phone: 603-589-3305 Account Executive: LaMar Lederman (SLD)
Billing Contact: Nick Miseirvitch Billing Phone:
Billing Address: 229 Main St Billing Email:
Nashua NH, 03061 Billing Fax:

Work Description: Provide Assistance with Upgrade to Infor v10

1. Purpose of This Agreement

The Client will engage TEAMabsolute to assist with the upgrade to Infor 10.x into 2 environments. This estimate assumes:

Utilizing Financials, HR, and Procurement

Lawson v9.0.1.13 environment and 3.0.1.5 applications, Unix

Installing and upgrading Future Production environment, 1 product line; installing and populating Future Test
environment, 1 product line.

The Client is responsible for timely Vatidation and User Acceptance.

The Client is responsible for the installation of any client solutions (i.e. Microsoft Add-Ins, BSI client, etc.).

The Client ts responsible for ticensing, keys, OS, Database, and Sharepoint and required accounts.

Travel and related expenses are responsibility of the Client and not included in pricing.

The Client is responsible for re-implementation of scripts and spreadsheets; assistance can be provided.

Client wifi engage directly with MHC (and other 3" parties) for integration into v10. TEAMabsolute will coordinate with
Client during upgrade.

TEAMabsolute builds-out and stabilizes Future Production environment first and then turns attention to the Future Test
environment later in the project; typically 3-4 months in duration

2. Services Provided

a. Technical Assessment Estimate: 12 Hours
The TEAMabsolute Lawson Technical resource will work in conjunction with the Client Technical team to validate
remote connection to current and future Lawson environments. TEAMabsoluie will evaluate the Lawson
environments to confirm system readiness and compatibility as defined in the Infor Lawson support matrix for the
future Lawson version. TEAMabsolute will also validate current Lawson programs in use, existing authentication
protocols, existing Lawson security in place, GEN and LOGAN data, BS} levels, and any noted modifications and
customizations.

Client is cautioned to understand compatibility and hardware/software requirements (such as Windows and SQL
Server versions, architecture of servers, virtualization, etc.) before making purchases or requesting licensing.

TEAMAbsolute will assist Client during technical assessment to clarify issues, concerns.

The technical assessment may result in a Change Request for additional hours if needed or recommendations to
mitigate risks or consider opportunities found during the technical assessment.

b. Installation of Infor Lawson 10x Environment (Future Production) Estimate: 60 Hours

Attention: The material contained in this document is considered confidential to Absolute and its selected customers and vendors. Any
use, duplication or disclosure of any kind is strictly prohibited. If this document is received in error retum it and any copies to the address

above.

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TEAMQ@DSOIUTE srr EAMabsolute, Inc:
g YY

Roseville, MN 55113
612.746.4070 main
612.746.4071 fax

Statement of Work
SOW 43099-101

Instaliation of Future Production to include Websphere, 3 Party Components, and LDAP Bind.

= infor Lawson System Foundation 10

= Infor Lawson Licensed Application Suites: Infor Lawson $3
. Migrate IBM Directory Services

= BSI, EMSS, !SS/IFS/DSSO

In addition to testing and validation, configuration of software may entail Client set-up/definitions; will be discussed as
part of project planning.

c. Install LRE/IPA (Future Production) Estimate: 24 Hours
Installation of Future Production LRE/IPA with migration of Process Flows from V901.

e Infor Lawson Systems Foundation 10
® Qracle to SQL

° Two application Environments

installation and Configuration of Ming.le (Future Production) Installation and configuration of Ming.le Foundation.
Windows Server 2012 R2. Two application environments.

Estimate: 24 Hours
d. Installation LBt

i. Future Test Estimate: 32
ii. Future Production Estimate: 32
e. Install LSO (Future Production) Estimate: 24 Hours

Installation and upgrade of LSO

f. GEN Migration (Future Production) Estimate: 24 Hours
Create populated product line and migrate security and report definitions.

g. Upgrade from 9.0.1 to 10x w/TRANSFORM.S3 (Future Production) Estimate: 100 Hours
Pass 1: 60 Hours

Pass 2: 20 Hours
Pass 3: 20 Hours

TEAMabsolute wiil assist Client with upgrade from v9.0.1+ to v10 in the future production system. Includes 3 passes
of the data migration/upgrade process using TEAMabsolute’s Transform.$3. The need for additional passes may
result in a Change Request for additional hours if needed.

The Client project team is responsible for required setup, validation, and user acceptance; acceptance ts required
before performing “go live” upgrade.

h. Clean-up {Future Production) Estimate: 4 Hours
TEAMabsolute will provide assistance with clean-up after successful upgrade.

i. Migrate Jobs & Print (Production) Estimate: 16 Hours

j. Instaltation of Infor Lawson 10x Environment (Future Test) Estimate: 68 Hours

Attention: The material contained in this document is considered confidential to Absolute and its selected customers and vendors. Any
use, duplication or disclosure of any kind is strictly prohibited. if this document is received in error return it and any copies to the address

above.
Page 2

TEAMabsol , Inc.
TEAMADSOLUTE arruintAtadsolute, Inc.

Roseville, MN 55113
612.746.4070 main
612.746.4071 fax

Statement of Work
SOW 43099-1001

Installation of Future Production to include Websphere, 3 Party Components, and LDAP Bind.

= Infor Lawson System Foundation 10

= Infor Lawson Licensed Application Suites: Infor Lawson S3
= Migrate iBM Directory Services

= PL/Data Copy

= BSI, EMSS, ISS/IFS/DSSO

In addition to testing and validation, configuration of software may entail Client set-up/definitions; will be discussed as
part of project planning.

k. Install LRE/IPA (Future Test} Estimate: 24 Hours
Installation of Future Test LRE/IPA with migration of Process Flows from V901,

e infor Lawson Systems Foundation 10
* Oracle to SQL

® Two application Environments

|. instailation and Configuration of Ming.te (Future Test) Estimate: 24 Hours
Installation and configuration of Ming.le Foundation.

m, Install LSO (Future Test) Estimate: 24 Hours
Installation and upgrade of LSO

n. GEN/LOGAN Migration and Product Line Copy (Test) Estimate: 16 Hours
Create populated product line and migrate security and report definitions.

o. Clean-up {Future Test) Estimate: 4 Hours
TEAMabsolute will provide assistance with clean-up of test environment.

p. Migrate Jobs and Print (Test) Estimate: 16 Hours

q. Project Management/Coordination/Quality Assurance Estimate: 164 Hours
Plan, Effort and Schedule Coordination, Status Updates, Escalation, Billing and communication between all project

team members. Estimate includes planning session at Client location.

r. Issue Resolution/Go Live Support Estimate: 64 Hours
TEAMabsolute will budget 64 hours of issue resolution and support as needed; including Go Live Support. The project

coordinator will maintain and issue log and include the appropriate resources from our team to assist with issues as
they arise. TEAMabsolute reserves the right to submit Change Request(s) for additional time and materials required
to fulfill the objectives on this estimate.

s. Provide Functional and Differences Mentoring Estimate: 24 Hours
TEAMabsolute will budget 24 hours of basic functional and differences training/mentoring related to the application
suites. This will be tailored to Client needs. The Project Coordinator will work with the project team to schedule the
mentoring at the most appropriate milestone points during the project. ff additional KT/Mentoring is necessary this
may result in the need for a change request. Additional discovery may result in the need to submit a change request.
Please note that our effort may include preparation time for the consultant to customize the curriculum and
documentation to your specific business needs.

Attention: The material contained in this document is considered confidential to Absolute and its selected customers and vendors. Any
use, duplication or disclosure of any kind is strictly prohibited. If this document is received in error return it and any copies to the address
above.

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