Services Agreement

This Services Agreement (this "Agreement"), dated as of April 15, 2020 (the "Effective Date"), is entered into by and between BLAW LLC, a Texas limited liability company, with offices located at 1234 Mesa Street El Paso, TX 79902 ("Customer"), and ProfCo Inc., a New Mexico corporation, with offices located at 4321 University Ave. Las Cruces, NM 88001 ("Service Provider").

1. Services.

OPTION 1

Service Provider shall provide to Customer the services (the "Services") set out in Exhibit A. Service Provider shall provide the Services

(a) in accordance with the terms and subject to the conditions set forth in this Agreement;

(b) using personnel of required skill, experience, licenses, and qualifications;

(c) in a timely, workmanlike, and professional manner;

(d) in accordance with the highest professional standards in Service Provider's field; and

(e) to the satisfaction of Customer.

Service Provider shall comply with all Customer rules, regulations, and policies when providing the Services. Nothing in this Agreement shall be construed to prevent Customer from itself performing or from receiving services from other providers that are similar or identical to the Services. Service Provider shall not subcontract the Services.

OR

OPTION 2

Service Provider shall provide to Customer the services (the "Services") set out in Exhibit A. Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

2. Fees and Expenses.

OPTION 1

For the Services to be performed hereunder, Customer shall pay to Service Provider a fixed fee of $5,000.00 per month (the "Fee") within thirty (30) days after the end of each month. Customer shall reimburse Service Provider for all reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, within thirty (30) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets. Customer shall also reimburse Service Provider for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

OR

OPTION 2

For the Services to be performed hereunder, Customer shall pay to Service Provider (against Service Provider's invoice) a fixed fee of $5,000.00 per month (the "Fee") within thirty (30) days after the end of each month, provided that Service Provider has furnished a correct invoice and completed the Services to Customer's satisfaction (as set out in Section 1). The Fee is inclusive of the cost of all materials used for the provision of the Services. Customer shall reimburse Service Provider only for expenses that have been pre-approved in writing by Customer, within thirty (30) days of receipt by Customer of Service Provider's invoice, which shall be accompanied by receipts and supporting documentation acceptable to Customer.

3. Intellectual Property

OPTION 1

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the "Deliverables") except for any Confidential Information of Customer or customer-provided materials shall be owned exclusively by Service Provider. Service Provider hereby grants Customer a license to use, in the United States, all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

OR

OPTION 2

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the "Deliverables") shall be owned exclusively by Customer. Service Provider agrees, and shall cause its employees (collectively, "Service Provider Personnel") to agree, that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. 101, such Deliverables are hereby deemed a "work made for hire" for Customer. To the extent that any of the Deliverables do not constitute a "work made for hire," Service Provider hereby irrevocably assigns, and shall cause the Service Provider Personnel to irrevocably assign to Customer, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. Service Provider shall cause Service Provider Personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such Service Provider Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables.

4. Confidentiality. From time to time during the Term of this Agreement, EITHER PARTY (as the "Disclosing Party") may disclose or make available to the OTHER PARTY (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within ten (10) days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 4 only, Receiving Party's Group shall mean the Receiving Party's employees, officers, directors, managers, agents, subcontractors, attorneys, accountants, and financial advisors.

[NOTE: Section 4 is a mutual confidentiality clause. Rarely does it make sense to have a one-sided confidentiality clause because it is typical that both parties would be sharing information that they want disclosed.]