SOLID SYSTEMS

PORTAL SUBSCRIPTION AGREEMENT

This SOLID Talent Accelerator Portal TM (“SOLID TAP™”) subscription agreement (“Agreement”) is with SOLIDexecutive, Inc., a Texas Corporation, P.O. Box 341419, Austin, Texas 78734 (“SOLID”).

SOLID provides Subscriber with a non-exclusive enterprise subscription to SOLID TAP™ according to the following description of services, pricing, terms and conditions.

1. The SOLID TAP™ System: A secure, encrypted online, collaborative workspace facilitating growth of executives and their direct reports, cascading talent development throughout an organization while reducing overall executive development and training costs. SOLID TAP™ provides:

1.1. Unlimited Access
1.1.1. SOLID TAP™ online - 24 hours per day, 7 days per week; 99% uptime
1.1.2. Extensive knowledge base of management and leadership best practices
1.1.3. Repository of performance management resources
1.1.4. Repository of employee development forms and tools
1.1.5. On Line Training
1.1.5.1. Monthly live training webinars on the SOLID TAP™
1.1.5.2. Video tutorials on use of the system
1.1.5.3. Custom training designed for individual workgroup needs available upon request
1.1.6. Publications
1.1.6.1. Bulletins: tips to maximize SOLID TAP™
1.1.6.2. Answers to FAQ
1.1.6.3. Regular whitepapers released by SOLID Partners
1.1.7. Management Tools
1.1.7.1. Expert systems, forms and methodologies for performance management
1.1.7.2. Proven best practices by industry experts
1.1.8. Leadership Training
1.1.8.1. Organized collection of proven practices
1.1.8.2. Whitepapers and vetted educational materials
1.1.9. SOLID Resource Center
1.1.9.1. Database of contact information of best-in-class resources for executives
(i.e., Profile on “Center for Creative Leadership”)

2. Content Managed by User

2.1. User determines content
2.2. Content is stored in original form in which User uploads (i.e. MS Word document)
2.3. User has full control at any time to extract User’s own materials without help from SOLID
2.4. SOLID TAP™ is designed to support Subscriber’s existing performance management system
2.5. Is not replacement for, nor tries to be replacement of, Subscriber’s HRIS

3. Purpose and Use

3.1. Purpose
3.1.1. Provide a dashboard for executives to gain visibility into employee performance
3.1.2. Train executives to have effective one-on-ones with their direct reports and grow them
3.1.3. Train executive’s direct reports to effective one-on-ones with their direct reports and do likewise
3.1.4. Cascade professional development throughout an organization and develop a cohesive team
3.1.5. Identify retention risks, managerial challenges, high-potentials and under-performers
3.1.6. Deepen trust between superior/subordinate
3.1.7. Improve the traditional developmental one-on-one and enable a high-quality, positive exchange
3.1.8. Provide a monthly mini-performance review that is easy to deliver and well received by employees
3.2. Typical uses
3.2.1. Professional development
3.2.2. Performance management
3.2.3. Talent management and succession planning
3.2.4. HR measurements
3.2.4.1. Overall effectiveness of coaching engagements for senior executives
3.2.4.2. Health of any given organization and/or group of high potentials
3.2.4.3. To reduce overall cost of coaching throughout the enterprise
3.2.4.4. To better identify, serve and retain high-potential and/or at-risk employees

4. Control and Protection of Portal and Content

4.1. Backup
4.1.1. SOLID uses a redundant, backup disaster recovery system
4.1.2. Redundancy includes server data mirroring and encrypted, off-site data storage
4.2. Workgroup Executive Sponsor
4.2.1. The executive using a SOLID coach is known as executive sponsor for his or her workgroup
4.2.2. Executive sponsor determines who is given access to a SOLID TAP™
4.3. User controls
4.3.1. User has complete control over the contents of his or her SOLID TAP™
4.3.2. User agrees not keep anything in SOLID TAP™ that User does not want visible to others
4.3.3. HR maintains visibility into all SOLID TAP™ engagements
4.3.4. Dashboard viewable by senior HR leadership and organization’s senior management
4.3.5. Executive leading the initiative has full visibility to direct reports and next level below that
4.3.6. System include process for developing others throughout the organization who are not direct reports

5. Fees

5.1. All Portal Licenses are bundled with coaching services for senior executives
5.2. A group consists of 4 people: an executive and up to three subordinates or other assigned
5.3. Group Licenses are transferable within Subscriber’s Enterprise
5.4. Separate agreement defines pricing

6. Delivery

6.1. All training is done via phone or video
6.2. The most senior executive of the group receives two training sessions per month from SOLID
6.2.1. 1st session is a one-on-one with SOLID trainer
6.2.2. 2nd session is a 3-way group session with executive, SOLID and his or her direct reports
6.2.3. Each one of these direct reports receives one monthly training session from his or her boss

7. Cancellation

7.1. Either party may cancel, with or without cause, with a 90-day written notice
7.2. Upon cancellation, SOLID will immediately return all user’s documents contained in the User’s portal

8. Payment Terms

8.1. Payable annually, due 30 days after execution of contract
8.2. Mailing address: SOLIDexecutive, Inc.; P.O. Box 341419, Austin, TX 78734

9. NO WARRANTY. SUBSCRIBER ACKNOWLEDGES THAT THE SOLID TAP™ IS PROVIDED ON AN “AS IS” BASIS. SUBJECT TO ANY STATUTORY WARRANTIES, WHICH CANNOT BE EXCLUDED, SOLID MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOLID DOES NOT WARRANT THAT (i) IT WILL DEVELOP OR DELIVER ENHANCEMENTS TO THE SOLID TAP™; (ii) THE SOLID TAP™ WILL BE FORMALLY RELEASED OR MADE GENERALLY AVAILABLE; OR, (iii) IF THE SOLID TAP™ IS FORMALLY RELEASED OR MADE GENERALLY AVAILABLE, THAT IT WILL BE SIMILAR TO THE BETA VERSION OF THE SOLID TAP™.

10. Limitation of Liability. In no event will SOLID be liable for any consequential, special, incidental or indirect damages of any kind arising out of the use of the SOLID TAP™, even if SOLID has been advised of the possibility of such damages. In no event will SOLID’s liability for any claim, whether in contract or any other theory of liability, exceed the cumulative amount of fees paid by Subscriber to SOLID during the six months immediately prior to the claim. In no event will SOLID have any liability to third parties arising out of this Agreement or of Subscriber’s use of the SOLID TAP™.

11. SOLID (and its licensors, where applicable) own all rights, title and interest in and to the SOLID TAP™ including, without limitation, all intellectual property rights in the SOLID TAP™ and any suggestions, ideas, enhancements, requests, feedback and recommendations or other information provided by you or any other party relating to the service.

12. Term and Termination

12.1. An annual agreement
12.2. Renewable on an annual basis
12.3. Each party will retain in confidence the other party’s information, regarding it as proprietary and confidential, and provide reasonable protection of that information; all information in the portal will remain the property of the originating parties for a period of two years after the expiration date of the last contract in force
12.4. The parties agree that this Agreement constitutes the entire agreement between the parties with respect to its subject matter
12.5. The parties agree that no partnership, joint venture or franchisor-franchisee relationship is created by this Agreement
12.6. The parties agree to resolve any disputes by binding arbitration conducted in Austin, Texas, sharing equally in the arbitrator’s fees and each paying their own expenses
12.7. The laws of the State of Texas shall govern this Agreement.