INDEMNIFICATION: Client agrees to and shall indemnify, defend, and hold harmless SWVA Process Services, its owners, officers, employees, affiliates, successors, related entities, agents, and representatives from and against any and all claims, causes of action, lawsuits, third party claims, damages, losses, liabilities, taxes, sanctions, costs, and expenses, whether civil, criminal, administrative, or disciplinary in nature, including any attorneys’ fees or other legal fees, suffered or incurred in connection with or arising out of claims based on (1) investigations conducted by SWVA Process Services for Client; (2) investigative results provided by SWVA Process Services to Client; or (3) SWVA Process Services’ performance under this Agreement, except for illegal acts or negligence on the part of the SWVA Process Services or its agents or employees.

Indemnification of SWVA PROCESS SERVICES from its Services or Information Provided: CLIENT agrees to indemnify and hold SWVA PROCESS SERVICES harmless against all claims arising out of or related to the services of SWVA PROCESS SERVICES or information provided by SWVA PROCESS SERVICES herein EXCEPT for those arising from SWVA PROCESS SERVICES’s Intentional and Wrongful acts.

Client recognizes that SWVA Process Services will likely incur expenses directly associated with conducting the investigative services covered by this Agreement. As such, Client shall be responsible for all reasonable expenses, including, but not limited to, mileage, tolls, parking, overnight accommodations, meals, admission fees, videotapes, CD’s, DVD’s, photographic film and processing, long distance telephone charges, public/private transportation, confidential source fees, or any unforeseen expenses necessary to acquire information as requested by Client.

RELEASE: Client hereby releases, waives, discharges, and covenants not to sue SWVA Process Services, its owners, officers, employees, affiliates, successors, related entities, agents, and representatives from any liability to Client, as well as Client’s employees, agents, personal representatives, heirs, assigns, and next of kin for any loss or damage, and any claims or demands therefor, on account of injury to person or property, including injury resulting in death, whether caused by negligence or otherwise, during the course of SWVA Process Services’ performance of this Agreement. Client further expressly agrees that the foregoing release and waiver is intended to be as broad and inclusive as is permitted by the law of the State of Tennessee and that, if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

CLIENT INTERFERENCE: Client acknowledges that any interference in this investigation by Client or by Client’s friends, relatives, agents, or employees will jeopardize the ability of SWVA Process Services to provide services under this Agreement. Client further acknowledges that interference includes, but is not limited to, calling SWVA Process Services and/or its employees and contractors while they are trying to perform investigative duties and/or surveillance, driving past locations under surveillance, and/or visiting locations near the location under surveillance. Client agrees not to interfere in any manner whatsoever, or to instruct or cause anyone else to interfere, directly or indirectly, while SWVA Process Services is during this investigation. Client understands and agrees that, in the event Client interferes in the investigation or the investigation is compromised in any way by the actions of Client or the actions of any person or persons associated, directly or indirectly, with Client, SWVA Process Services has the right to cease all work immediately and terminate this Agreement, in which case Client will forfeit any unused portion of the retainer.

CANCELLATION: Client must provide SWVA Process Services with a minimum of eight hours’ notice in case of any cancellation of any scheduled activity. A four-hour minimum charge will be imposed if Client fails to give eight hours’ notice to SWVA Process Services.

USE AND ACCURACY OF INFORMATION: Client assumes responsibility to provide accurate information concerning the investigation. SWVA Process Services is not responsible for unproductive investigative time resulting from inaccurate information supplied by Client.

SWVA Process Services is NOT a consumer reporting SWVA Process Services. SWVA Process Services promotes the responsible use of information that it provides and reserves the right to withhold any information which SWVA Process Services deems, in its sole discretion, to be outside the scope of a permissible purpose as defined by state and/or federal laws or regulations. “Confidential Information” shall not include such information as is or becomes part of the public domain through no action of SWVA Process Services. Client is responsible for safeguarding the information provided from unauthorized third-party disclosure as defined by the Gramm-Leach-Bliley Act (GLBA), Fair Credit Reporting Act (FCRA), Fair and Accurate Credit Transactions Act (FACTA), Drivers Privacy Protection Act (DPPA) and Right to Financial Privacy Act (RFPA) and applicable state and federal laws and regulations. It is incumbent upon Client and Client’s representatives to be fully knowledgeable about such laws and regulations and/or seek legal counsel prior to dissemination of reported information. Furthermore, Client affirms that the information requested and/or learned during the investigation will not be used, directly or indirectly, for purposes of harassment, stalking, intimidation, threatening, causing harm, or for any other illegal purpose(s). Client attests that Client has not misrepresented the purpose for requesting the services that SWVA Process Services provides. SWVA Process Services reserves the right to refuse service to the Client for any issue of security, safety, lawfulness, or ethics.

DISCLAIMERS: Client expressly acknowledges that SWVA Process Services’ fees for services are NOT contingent on the outcome or results of the above-referenced investigation. SWVA PROCESS SERVICES MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE RESULTS OF THIS INVESTIGATION. No illegal or unethical services will be knowingly provided by SWVA Process Services, and CLIENT certifies that Client is not knowingly requesting any illegal services. SWVA Process Services reserves the right to decline or terminate without advance notice any assignment it deems to be illegal or unethical or in SWVA Process Services’ sole opinion detrimental to SWVA Process Services. SWVA Process Services will perform services in compliance with all state and federal laws, regulations, and best practices. CLIENT UNDERSTANDS THAT RESULTS OF SURVEILLANCES AND INVESTIGATIONS BY THEIR NATURE ARE NOT GUARANTEED AND ARE LIMITED BY TIME AND RESOURCES. THE INFORMATION OBTAINED MAY NOT BE THAT WHICH IS DESIRED OR IN THE FAVOR OF THE CLIENT.

Work Product: SWVA PROCESS SERVICES will generate reports of the investigation in a timely manner given the CLIENT’s account is not in arrears. The CLIENT will be supplied with supporting documentation and/or material as it becomes available. Every reasonable effort will be made to ensure

that the quality of the information will be accurate.

Original notes or documents considered “work product” will not be released and remain the property of SWVA PROCESS SERVICES. Only the written report is released to the CLIENT as well as copies of documents, pictures, video and similar materials. SWVA PROCESS SERVICES reserves the right to withhold all reports and/or evidence pending payment in full and bank clearance thereof. SWVA PROCESS SERVICES is not responsible for any damages or negative effects from reports and/or evidence being withheld due to the CLIENT’s failure to meet the above mutually agreed upon conditions.

CLIENT understands that surveillance tapes and pictures are by their nature NOT television studio-type productions and are often taken long distance, from unusual locations and during extreme weather conditions and as such, the quality can be variable. SWVA PROCESS SERVICES will proceed with due diligence to obtain quality video and/or pictures that can be obtained given the circumstances. No “Audio” recordings will be made relative to surveillance tapes. Original videotapes and/or negatives will not be released to CLIENT but will remain the property of SWVA PROCESS SERVICES until such time as required to be surrendered in court as evidence. Copies for the purpose of the CLIENT’s review will be made at the CLIENT’s request.

Technical Services investigations in which computer hard drives, media, and/or TSCM related equipment are discovered and/or examined are considered “work product” will not be released and remain the property of Morse Investigation Services. Only the written report is released to the CLIENT.

Telephone Fees: SWVA PROCESS SERVICES will agree to consult with CLIENT free of charge for a maximum of 15 minutes per day during normal business hours. All calls in excess of this amount are billable in 15-minute increments at the normal hourly rate. Other telephone fees incurred during the investigation will be billed at the agreed upon rate in 3.a.

Report Writing Fees: One (1) hour report writing will be billed to the investigation for each report submitted or for every six (6) hours of Investigation, Research or Surveillance, whichever time period is greater.

Photography, Videotape, Tape Review & Copy Charges: Charges to review Surveillance Tapes will be made at the current Rate per hour. Client will be provided electronic copies of all images, video, or other data collected.  Client may reproduce at its own risk.

Court Appearances: CLIENT agrees to pay SWVA PROCESS SERVICES the fee set above for time spent in Court at the request of CLIENT, CLIENT’s Attorney, Subpoena, Court, or Governmental SWVA Process Services due to this investigation. Said fee shall not exceed the agreed upon per hourly/daily rate listed above for time spent in court or on standby. Minimum billable court time is one (4) man hours per investigator. Standby time is defined as any time scheduled (set aside) for court, spent waiting and/or traveling to/from court so that the investigator is immediately available and accessible for the court.

Miscellaneous: CLIENT agrees to pay SWVA PROCESS SERVICES at the prescribed hourly rate for time spent for any assignment related meetings, telephone conferences, travel time, case and/or trial preparation or expenses not specified above.