Attachment C – Professional Service Agreement

This PROFESSIONAL SERVICES AGREEMENT (“PSA”) is entered into on the “Effective Date” (as defined In Sales Quote) by and between CUSTOMER (“Customer”) and Tech Soft 3D, Inc. (“Tech Soft 3D”), and describes the terms and conditions pursuant to which Tech Soft 3D will provide Professional Service (“Service”) to Customer subject to the General Terms and Conditions described in Attachment A. For clarity, the terms of this Professional Services agreement are not applicable to the Term License Agreement (Product Subscription). Where there is conflict, the General Terms and Conditions shall take precedence.

Scope of Service

1.1. Service. Tech Soft 3D shall provide the Service described in the attached proposal, as amended from time to time by agreement of the parties.

1.2. Manner of Performance. Tech Soft 3Dwill retain the sole and exclusive right to control or direct the manner or means by which the Service are delivered, developed or performed and may subcontract or assign any or all of its obligations and rights under this PSA. Any such subcontract or assignment is subject to Customer’s consent, which consent shall not be unreasonably withheld or delayed.

2. Customer’s Duties and Responsibilities

2.1. Data and Information. Customer shall make available in a timely manner at no charge to Tech Soft 3Dall technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources required by Tech Soft 3D for the delivery of the Service. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer.

2.2. Equipment. Customer shall provide, at no charge to Tech Soft 3D, office space and equipment (such as copiers, fax machines and modems) as Tech Soft 3D reasonably requires for performing the Service on-site.

2.3. Tasks. Tasks that are primarily the responsibility of Customer’s personnel will remain Customer’s responsibility and will remain under Customer’s supervision, management and control, even if Tech Soft 3D assists Customer in performing such tasks.

3. PSA Fees and Payments

3.1. PSA Fees. Customer shall pay Tech Soft 3D the fees and according to the payment terms stated in the proposal. If no payment terms are stated, then the customer shall pay on a TIME AND MATERIALS basis for the Service in accordance with the fees set forth in the signed Sales Order document attached hereto. Tech Soft 3D will invoice Customer every two weeks as Services are performed. All payments for fees and expenses must be made within (30) thirty-days of the date of invoice. Unless documented otherwise, Professional Services are sold in one-day blocks (8-hour units). On-site work is invoiced by the hour with an 8-hour minimum per day. If more than 8- hours are delivered, then that time is added to the 8-hour minimum. If less than 8-hours are required on-site, the client is invoiced for the full 8-hour minimum. Off-site work is invoiced on an hourly basis.