PERSONAL SERVICES AND MANAGEMENT
AGREEMENT


 


This
Agreement (hereinafter “Agreement”)
is entered into
on April 2,
2015, by and
between Grey Cloak Tech, Inc. (hereinafter “GCT” or “Client”) and Reliable
Document Solutions, LLC (hereinafter “Company”) (collectively “Parties” or individually
“Party”).


 


Background


 


A.               
Client desires to outsource to Company, and Company desires to provide
services pursuant to the terms of this Agreement;


 


B.                
Company will
provide qualified personnel
to service as
a call center,
marketing, administrative assistance, follow up calls, follow up on obtaining information for customers
and other administrative assignments and projects as agreed upon between Client and
Company;


 


C.                
Unless otherwise provided, capitalized terms used in this Agreement will have
the same meanings as those terms as defined in the Health Insurance Portability 
and Accountability
Act of 1996,
42 U.S.C.
§ 1320d,
and the
corresponding regulations
contained in title
45, Code of Federal
Regulations, parts 160 and 164 (collectively,
“HIPAA”); and


 


Terms


 


NOW,
THEREFORE, in
consideration of
the mutual
promises and
covenants in
this agreement, Client and Company agree
as  follows:


 


		1.	Company’s Services



 


1.1.           
Company will handle providing Outsourcing Services and activities as
described in Exhibit A. In performance of certain “Outsourcing
Services” the Company may obtain Client’s individual customers’ information
and in order to protect the patient health information.


 


		2.	Compensation



 


2.1.           
As full compensation for Company’s services, Client will pay Company
pursuant to Exhibit A.


 


2.2.           
Company may seek reimbursement of some or all costs and expenses
associated with performing its obligations under this
Agreement.


 


		3.	Term and Termination


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3.1.           
This Agreement has an initial term of twelve (12) months with an Effective
Date of May 14, 2014. The Agreement will automatically renew for an additional term of twelve
(12) months unless either Party provides notice 30 days before the expiration of the Effective
Date.


 


3.2.           
Either Party may terminate this Agreement at any time, without cause, by
giving thirty (30) days written notice to the other Party.


 


3.3.           
If this Agreement is terminated, Client will be liable to pay Company
any compensation accrued up to the effective date of the termination, unless Client
reasonably believes that such payment would be in violation of applicable law or regulation.


 


		4.	Representations, Warranties and Covenants / Right to Audit



 


 


that:


		4.1.	Representations and Warranties of Company. Company represents and
warrants



 


a.                  
Neither Company nor any of its officers, managers, employees,
or contractors has ever been: (i) convicted of a criminal offense related to health care or
the provision of items
and services payable
by a federal
or state health
care program (for example,
Medicare and Medicaid);
(ii) assessed civil
money penalties for
an offense related to health care
or to the provision of items or services payable by a federal or state health
care program; (iii)
excluded from participation
in any federal
or state health
care program; or (iv) excluded by any federal agency from receiving federal contracts;


 


b.                 
There is no
basis for Company
to believe that
the conviction, assessment or exclusion
described in Section 4.1.a exists; and


 


		4.2	Covenants of Company.



 


a.                  
All services will be performed in compliance with all applicable laws
and regulations, including, without limitation, the laws and regulations pertaining to
a Medicare-enrolled DMEPOS supplier
and Company warrants
that it is
in compliance with all applicable State and Federal laws including adherence
to the Do Not Call regulations;


 


b.                 
If Company
or any of
its officers, managers,
employees, or contractors becomes
the subject of any of the actions described in Section 4.1.a, Company will give
written notice thereof to Client within 5 days of the date of the action.


 


c.                  
Company will provide documents to confirm Company is registered to
do business in each applicable state where business will be conducted.


 

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4.3.
Right to Audit. Client has the right to reasonably audit and inspect relevant
Company books, documents, files and records of Company for the purpose of verifying
Company’s representations and covenants in this Section 4 and compliance. Client may not
audit more than once
in each six
month rolling period
during the term
of the Agreement.
Client may exercise such
right to audit
by giving Company
written notice thereof.
No later than
15 days from the
receipt of such
notice, Company will
make available its
documentation, records, and employees
for inspection and examination by Client. Each party will be responsible for its own
costs and expenses in connection with such audit. Client’s election to not exercise such right
to audit will not be construed as a waiver or otherwise prejudice its rights under this Agreement
or applicable law.


 


4.4 Compliance.
Company and Client will meet at least once every three (3) months
via telephone or in person to discuss compliance with all federal and state regulations and
assure each party adheres to all state and federal regulations.


 


		5.	Status of Company and Qualifications of personnel



 


5.1.           
All individuals to provide services and assigned to Client pursuant to
this Agreement shall, for
all purposes under
this Agreement, be
considered employees of
Company only. Company shall
assume sole and
exclusive responsibility for
the payment of
wages to personnel for services performed by them for Client. Company shall assume
the sole and exclusive responsibility
for the payment
of wages to
individuals for services
performed and the withholding of
Federal, State and local income taxes, school district income taxes, paying Federal
Social Security and
Medicare income taxes,
unemployment insurance and
maintaining worker’s compensation coverage
in an amount
and under such
terms as required
by the State.
Company shall treat
all staff assigned
to Client as “employees”
of the Company
and not as “Independent Contractors.”
Any breach of this Agreement concerning the “misclassification” of employees
to “independent contractor”
status, failure to
withhold all applicable
payroll taxes, assigning staff without general liability insurance and workers’
compensation insurance will result in termination
of the Agreement. Company
hereby certifies that
the individuals that it supplies
to Client as
temporary personnel to
assist Client operations
are treated by
Company as its employees for purposes of all
taxes, tax withholding obligations or other required contributions that arise out
of an employment relationship including, but not limited to the obligation to withhold all necessary taxes.


 


5.2
Company agrees that
each employee referred
to Client shall
be screened and
qualified for the position to which the employee is referred.


 


 


		6.	Insurance and Indemnification



 


6.1.           
Throughout the term of this Agreement, Company shall maintain general
liability and coverage with minimum coverage of $1,000,000.00 per occurrence. Company
shall


 

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maintain
all necessary workers compensation insurance coverage. Client shall maintain general
liability insurance coverage with minimum coverage of $1,000,000 per occurrence. Each party
will submit proof of such insurance coverage to the other party on request. Inadequate
insurance or inadequate proof of insurance is cause for termination.


 


6.2.           
Company will indemnify and hold harmless Client from and against all
damages, claims, liabilities and losses (including reasonable attorney’s fees) resulting from: (i)
Company’s gross negligence or willful misconduct committed in connection with the performance
of Company’s duties hereunder;
or (ii) Company’s
breach of one
or more of
its representations or covenants
in Section 4 and representations in Section 5.


 


6.3.           
Client will indemnify and hold harmless Company from and against all
damages, claims, liabilities and
losses (including reasonable
attorney’s fees) resulting
from: (i) Client’s gross negligence
or willful misconduct committed in connection with the performance  of Client’s
duties hereunder; or (ii) Company’s breach of one or more of its representations,
warranties, or covenants
in Section 4
or Section 5
and such breach
is a basis
for the claim
or liability.


 


		7.	This section intentionally left blank.



 


		8.	Confidentiality



 


8.1             
No information of a confidential or proprietary nature, including
without limitation intellectual property, processing and manufacturing information,
marketing and sales information, customer data, Client data, customer lists, supplier
lists and pricing information (“Confidential Information”) provided
by Client to Company will be disclosed by the Company or Company’s employees
or individuals for staffing (“Company’s Employees”) to any third party
or used by
the Company’s Employees
without providing a
list of Company’s
Employees who will receive
the Confidential Information
except this Confidential
Information will not
include the following:


 


at
the time of
its disclosure hereunder,
it is in
the public domain
or was in
the possession of
the Company prior to disclosure to the Company by Client;


 


after disclosure
hereunder becomes part of the public domain by publication or  otherwise through
no fault of
the Company Employees
(but only after
it is so
published or otherwise becomes part
of the public domain);


 


the information
is independently developed by Company without use of the Confidential Information;
or


 


the information
is received from a third party without breach of any nondisclosure obligations to
Client


 

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Specific
information will not
be deemed to
be within any
of the foregoing
exceptions merely because it is embraced by more general information which is
public knowledge.


 


The
Company will be
entitled to disclose
Confidential Information where
such disclosure is reasonably necessary
where demand for such disclosure is made on the Company pursuant to: (i) a valid order
of a court or other governmental body or (ii) any other applicable law; provided that
if the Company
intends to make
such disclosure or
receives such demand,
the Company shall give the Client
prompt notice of such fact to enable the Client to seek a protective order or other
appropriate remedy concerning any such disclosure. The Company shall fully co-operate  with
the Client at the Client’s expense in connection with the Client's efforts to obtain any such
order or other remedy.
If any such
order or other
remedy does not
fully preclude disclosure,
the Company shall make such disclosure only to the extent that such disclosure is legally
required


 


8.2             
Equitable Relief.
Each party acknowledges
that any breach
of its obligations
under this Agreement with respect to the Confidential Information of the Client will cause
Client irreparable injury for
which there are
inadequate remedies at
law, and therefore
Client will be entitled
to equitable relief
in addition to
all other remedies
provided by this
Agreement or available at law. If Client notifies Company of a breach of Confidential
Information, Company stipulates to immediate injunctive relief and agrees to execute
a stipulated order of protection to be
enforced by any applicable federal or state court with jurisdiction over the parties.


 


		9.	Miscellaneous



 


9.1.           
Notice of Action.


 


a.                  
If either party
receives, or has reason to believe
that it may receive, any
complaint, claim,
notice of investigation,
petition, or subpoena
(collectively, “Notice
of Action”)
concerning the
subject matter
of this
Agreement, then
the party
receiving the Notice
of Action
will immediately
give the
other party
written notice
of same.
The parties
will cooperate
with each
other in good
faith to investigate
and resolve the
matter to the reasonable satisfaction
of both parties. Each
party will be responsible
for its own
costs and expenses,
and a party will
not be deemed to waive
any attorney- client
privilege or any other privilege in
effectuating this Section 9.1.a.


 


b.                 
If Company receives, or has
reason to believe that it may
receive, any
complaint, claim,
notice of investigation,
petition, or subpoena
concerning Client’s furnishing
and billing for
DMEPOS, Company will
immediately give Client
written notice of
same. Company will
cooperate with Client’s
efforts in investigating
and resolving the matter, including, without limitation, producing any document
or information in its possession
upon Client’s reasonable
request. Each party
will be
responsible for its own costs and
expenses in effectuating this
Section 9.1.b.

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9.2.           
LIMITATION OF
LIABILITY. IN NO
EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, INDIRECT OR SPECIAL DAMAGES SUCH AS, BY WAY OF EXAMPLE AND NOT
LIMITATION, LOST REVENUES OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT. EACH PARTY’S TOTAL LIABILITY  FOR
ANY OR ALL
LOSSES OR INJURIES
FROM ITS ACTS
OR OMISSIONS UNDER
THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT
CLAIMED TO HAVE
BEEN VIOLATED, SHALL
NOT EXCEED THE
AMOUNT PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT FOR THE SIX (6) MONTHS
PRECEDING THE CLAIM.


 


9.3 Relationship
of Parties. The relationship between Company and  Client established
by this Agreement
is solely that
of independent contractors.
Neither party will
be considered the legal representative or agent of the other, nor authorized or empowered to
assume any obligation of
any kind, implied
or expressed, on
behalf of the
other party, except
with the express prior written
consent of the other party.


 


9.4.           
Assignment; Binding Effect. This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns; provided,
however, that this Agreement
will not be
assignable by either
party without the
other party’s written consent.


 


9.5.           
No Waiver.
Neither the waiver
by either party
of any breach
of or default
under any of the
provisions of this
Agreement, nor the
failure of either
party to enforce
any of the
provisions of this Agreement or to exercise any right hereunder, will hereafter be construed as
a waiver of any subsequent breach or default, or a waiver of any rights or provision
hereunder.


 


9.6.           
Governing Law. This Agreement will be governed by and construed 
in accordance with the laws of the State of Florida. Any proceeding relating to
the subject matter
hereof will
be maintained
in the courts
of Florida
or a federal
court located
in southern Florida. No provision
of this Agreement will be applied to or construed in a manner inconsistent with applicable
state and federal laws and regulations.


 


9.7.           
No Third-Party
Beneficiaries. No person
or entity other
than the parties
hereto will be entitled
to bring any
action to enforce
any provision of
this Agreement against
a party hereto.


 


9.8.           
Entire Agreement; Amendment. This Agreement is the entire agreement
between the parties as to its subject matter, and all prior written or oral agreements, promises
or representations are incorporated
herein. This Agreement
may be amended
only by a
writing executed by the parties.


 


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9.9.           
Notices. Any notice required or permitted to be given under this Agreement 
will in writing and
will be hand
delivered, sent by
certified mail with
return receipt requested,
or delivered by overnight courier service providing written proof of delivery, addressed as
follows or to such other address as either party may designate by notice pursuant to this
section:


 


If to
Client:


 


Grey Cloak Tech, Inc.


10300 W. Charleston Blvd. Suite
13-378 Las Vegas, NV 89135


Attn: William
Bossung If to Company:


Reliable Document Solutions,
LLC 902 Clint Moore Rd. Suite 114 Boca Raton, FL. 33487


Attn: Frankie Michelin,
President


 


 


 


 


 


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the Effective
Date.


 


 


 


Grey Cloak Tech,
Inc.


 


 


 


By: 


 


Print: 
 


 


Title: 


 


 


 


Reliable Document Solutions, LLC

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By: 


 


Print: 
 


 


Title: 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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Schedule
A


 


Activities and Outsourcing
Services


 


 


Company will perform at least
the following activities in carrying out its Outsourcing Services: Provide services
as a call center, marketing, administrative assistance.


Provide five
(5) call center cubicles.


 


Provide a proper office space
for one (1) manager/administrator (possibly in a shared office) Provide conference
room usage.


Provide access
to office copiers, scanners and other services.


 


Compensation


 


Client agrees
to enter into and execute a lease with Company paying a monthly amount of


$2,000.


 


Client agrees to reimburse Company
for additional (not regular office expenses) costs and expenses Company may incur associated
with performing its obligations under this Agreement.


 


This Schedule
A may be amended or revised if done so in writing signed by both Company and Client.
Company warrants that client will have right of first refusal before leasing out any other
space.